UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 (Mark
One)
 
 x
              Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
 
 For the
quarterly period ended: March 31, 2007
 
 or
 
 o
              Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
 
 For the
transition period from ______________ to _______________
 
 Commission
file number: 001-15035
 
 ABLE
ENERGY, INC.
 (An exact
name of registrant as specified in its charter)
 
 Delaware
              22-3520840(State
      or other jurisdiction of
              (I.R.S.
      employerincorporation
      or organization)
              identification
      No.)
 
 
 
 198
      Green Pond Road
                Rockaway,
      NJ
              07866(Address
      of principal executive offices)
              (Zip
      code)
 
 Registrant's
telephone number, including area code: (973) 625-1012
 
 
 Not
Applicable
 (Former
name, former address and former fiscal year, if changed since last
Report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
 o   Yes   x    No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large accelerated
      filer  o
              
              Accelerated
      filer  oNon-accelerated
      filer    o
              (Do not check if a
      smaller reporting company)
              Smaller reporting
      company  x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 o    Yes
   x    No
 
 As of
March 6, 2008, 14,808,090 shares of common stock, $.001 par value per share, of
Able Energy, Inc. were issued and outstanding.
 
 
 
 ABLE
ENERGY, INC. AND SUBSIDIARIES
 FORM
10-Q
 March 31,
2007
 
 INDEX
 
 
 
 PagePart
      I.
              Financial
      InformationItem
      1.
              Financial
      StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2007 (Unaudited) and June 30,
      2006
              1Condensed
      Consolidated Statements of Operations for the Three and Nine Months
      Ended March 31, 2007 and 2006 (Unaudited)
              2Condensed
      Consolidated Statements of Changes in Stockholders' Equity  for
      the Nine Months Ended March 31, 2007 (Unaudited)
              3Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended March
      31, 2007 and 2006 (Unaudited)
              4Notes
      to Condensed Consolidated Financial Statements (Unaudited)
              5Item
      2.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              27Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              33Item
      4.
              Controls
      and Procedures
              33Part
      II
              Other
      InformationItem
      1.
              Legal
      Proceedings
              34Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              34Item
      3.
              Default
      upon Senior Securities
              34Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              34Item
      5.
              Other
      Information
              34Item
      6.
              Exhibits
              34Signatures
              
              35Certifications
              
              36-38
  See
accompanying notes to condensed consolidated financial
statements.
 
 
 PART
      I. FINANCIAL INFORMATIONItem
      1. Condensed Consolidated Financial StatementsABLE
      ENERGY, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETSMARCH
      31,
                
                JUNE
      30,2007
                
                
                2006(Unaudited)ASSETSCurrent
      Assets:Cash
                
                $
                1,202,083
                
                
                $
                2,144,729Accounts
      receivable, net of allowance for doubtful accounts
      of$575,298
      and $462,086, at March 31, 2007 andJune
      30, 2006,  respectively
                
                
                3,385,117
                
                
                
                3,414,894Inventories
                
                
                878,181
                
                
                
                675,987Notes
      receivable - current portion
                
                
                725,000
                
                
                
                400,579Receivable
      from a related party
                
                
                11,058
                
                
                
                -Prepaid
      expenses and other current assets
                
                
                516,585
                
                
                
                528,788Total
      Current Assets
                
                
                6,718,024
                
                
                
                7,164,977Property
      and equipment, net
                
                
                5,289,350
                
                
                
                4,414,051Notes
      receivable - less current portion
                
                
                -
                
                
                
                725,000Intangible
      assets, net
                
                
                940,797
                
                
                
                326,658Deferred
      financing costs, net
                
                
                253,790
                
                
                
                150,264Prepaid
      acquisition costs
                
                
                225,000
                
                
                
                225,000Security
      deposits
                
                
                79,918
                
                
                
                84,918Total
      Assets
                
                $
                13,506,879
                
                
                $
                13,090,868LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Line
      of credit
                
                $
                644,580
                
                
                $
                1,231,640Notes
      payable, current portion
                
                
                1,186,167
                
                
                
                76,181Capital
      leases payable, current portion
                
                
                371,779
                
                
                
                314,145Convertible
      debentures and notes payable,net
      of unamortized debt discounts of$2,331,849
      and $70,368 as of March 31, 2007and
      June 30, 2006, respectively
                
                
                800,651
                
                
                
                62,132Accounts
      payable and accrued expenses
                
                
                3,501,595
                
                
                
                2,298,937Customer
      pre-purchase payments
                
                
                1,934,908
                
                
                
                3,336,833Unearned
      revenue
                
                
                210,345
                
                
                
                277,426Total
      Current Liabilities
                
                
                8,650,025
                
                
                
                7,597,294Notes
      payable, less current portion
                
                
                3,409,781
                
                
                
                3,176,175Capital
      leases payable, less current portion
                
                
                825,297
                
                
                
                645,313Total
      Long - Term Liabilities
                
                
                4,235,078
                
                
                
                3,821,488Total
      Liabilities
                
                
                12,885,103
                
                
                
                11,418,782COMMITMENTS
      AND CONTINGENCIESStockholders'
      Equity:Preferred
      stock; par value $.001, authorized 10,000,000 shares;issued-none
                
                
                -
                
                
                
                -Common
      stock; $.001 par value; 75,000,000 and 10,000,000 sharesauthorized
      at March 31, 2007 and June 30, 2006, respectively;3,141,423
      and 3,128,923 shares issued and outstandingat
      March  31, 2007 and June 30, 2006, respectively
                
                
                3,141
                
                
                
                3,129Additional
      paid in capital
                
                
                17,991,054
                
                
                
                14,812,723Accumulated
      deficit
                
                
                (14,303,203
                )
                
                
                (11,038,961
                )Notes
      and loans receivable-related parties
                
                
                (3,069,216
                )
                
                
                (2,104,805
                )Total
      Stockholders' Equity
                
                
                621,776
                
                
                
                1,672,086Total
      Liabilities and Stockholders' Equity
                
                $
                13,506,879
                
                
                $
                13,090,868
   See
accompanying notes to condensed consolidated financial
statements.
 1
 
 ABLE
      ENERGY, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)For
      the Three Months Ended
                  March
      31,
                
                For
      the Nine Months Ended
                  March
      31,2007
                
                
                2006
                
                
                2007
                
                
                2006(Restated)
                
                
                
                
                
                (Restated)(Note
      5)
                
                
                
                
                
                (Note
      5)Net
      Sales
                
                $
                29,366,596
                
                
                $
                26,265,365
                
                
                $
                61,468,165
                
                
                $
                61,853,892Cost of Sales(exclusive
      of depreciation and amortizationshown
      separately below)
                
                
                25,700,680
                
                
                
                23,482,106
                
                
                
                54,885,122
                
                
                
                55,550,890Gross
      Profit
                
                
                3,665,916
                
                
                
                2,783,259
                
                
                
                6,583,043
                
                
                
                6,303,002Operating
      Expenses:Selling,
      general and administrative
                
                
                2,448,874
                
                
                
                2,744,800
                
                
                
                7,315,336
                
                
                
                6,958,914Depreciation
      and amortization
                
                
                177,004
                
                
                
                169,534
                
                
                
                502,294
                
                
                
                603,125Total
      Operating Expenses
                
                
                2,625,878
                
                
                
                2,914,334
                
                
                
                7,817,630
                
                
                
                7,562,039Income
      (Loss) from Operations
                
                
                1,040,038
                
                
                
                (131,075
                )
                
                
                (1,234,587
                )
                
                
                (1,259,037
                )Other
      Income (Expense):Interest
      and other income
                
                
                45,365
                
                
                
                5,590
                
                
                
                350,468
                
                
                
                72,713Interest
      income - related parties
                
                
                68,628
                
                
                
                19,907
                
                
                
                210,658
                
                
                
                40,975Interest
      expense
                
                
                (214,492
                )
                
                
                (139,620
                )
                
                
                (604,188
                )
                
                
                (507,831
                )Interest
      expense - related party
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (17,500
                )Note
      conversion expense
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (125,000
                )Amortization
      of deferred financing costs
                
                
                (27,384
                )
                
                
                (162,171
                )
                
                
                (791,274
                )
                
                
                (402,872
                )Amortization
      of debt discounts on convertible debenturesand
      note payable
                
                
                (268,325
                )
                
                
                (928,385
                )
                
                
                (738,519
                )
                
                
                (2,413,922
                )Registration
      rights penalty
                
                
                (90,800
                )
                
                
                -
                
                
                
                (456,800
                )
                
                
                -Total
      Other Income (Expenses)
                
                
                (487,008
                )
                
                
                (1,204,679
                )
                
                
                (2,029,655
                )
                
                
                (3,353,437
                )Net
      Income (Loss)
                
                $
                553,030
                
                
                $
                (1,335,754
                )
                
                $
                (3,264,242
                )
                
                $
                (4,612,474
                )Basic
      and diluted income (loss) per common share
                
                $
                0.18
                
                
                $
                (0.45
                )
                
                $
                (1.04
                )
                
                $
                (1.74
                )Weighted
      average number of common shares outstanding -basic
      and diluted
                
                
                3,141,423
                
                
                
                2,939,379
                
                
                
                3,138,859
                
                
                
                2,649,529
 
 
 See
accompanying notes to condensed consolidated financial statements.
 2
 
 ABLE
      ENERGY, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFor
      The Nine Months Ended March 31, 2007(Unaudited)Notes
      andCommon
      Stock
                  
                  
                  Additional
                  
                  
                  
                  
                  
                  Loans
                  
                  
                  TotalPaid
      - in
                  
                  
                  Accumulated
                  
                  
                  Receivable
      -
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Deficit
                  
                  
                  Related
      Parties
                  
                  
                  EquityBalance
      June 30, 2006
                  
                  
                  3,128,923
                  
                  
                  $
                  3,129
                  
                  
                  $
                  14,812,723
                  
                  
                  $
                  (11,038,961
                  )
                  
                  $
                  (2,104,805
                  )
                  
                  $
                  1,672,086Common
      stock issued inconnection
      with option exercise
                  
                  
                  12,500
                  
                  
                  
                  12
                  
                  
                  
                  54,488
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  54,500Discounts
      on convertible
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -debentures
      and note payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000,000Amortization
      of deferred compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  123,843
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  123,843Notes
      receivable from related partiesfor
      reimbursement of certain fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (590,000
                  )
                  
                  
                  (590,000
                  )Issuance
      of notes receivableand
      related accrued interestreceivable
      upon advance tostockholders
      and related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (374,411
                  )
                  
                  
                  (374,411
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,264,242
                  )
                  
                  
                  -
                  
                  
                  
                  (3,264,242
                  )Balance
      March 31, 2007
                  
                  
                  3,141,423
                  
                  
                  $
                  3,141
                  
                  
                  $
                  17,991,054
                  
                  
                  $
                  (14,303,203
                  )
                  
                  $
                  (3,069,216
                  )
                  
                  $
                  621,776
 
 
 See
accompanying notes to condensed consolidated financial statements.
 3
 ABLE
      ENERGY, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)For
      the Nine Months EndedMarch
      31,2007
                  
                  
                  2006Restated(Note
      5)Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (3,264,242
                  )
                  
                  $
                  (4,612,474
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation
      and amortization
                  
                  
                  502,294
                  
                  
                  
                  603,125Provision
      for bad debts
                  
                  
                  113,212
                  
                  
                  
                  305,662Amortization
      of debt discounts on convertible debenturesand
      note payable
                  
                  
                  738,519
                  
                  
                  
                  2,413,922Amortization
      of deferred financing costs
                  
                  
                  791,274
                  
                  
                  
                  402,872Accrual
      of interest income on note receivable and loan-related
    parties
                  
                  
                  (139,746
                  )
                  
                  
                  -Stock-based
      compensation
                  
                  
                  123,843
                  
                  
                  
                  340,652Gain
      sale of property and equipment
                  
                  
                  (12,594
                  )
                  
                  
                  (5,000
                  )Note
      conversion expense
                  
                  
                  -
                  
                  
                  
                  125,000(Increase)
      decrease in operating assets:Accounts
      receivable
                  
                  
                  (104,514
                  )
                  
                  
                  (955,390
                  )Inventories
                  
                  
                  (174,194
                  )
                  
                  
                  (294,469
                  )Receivable
      from a related party
                  
                  
                  (11,058
                  )
                  
                  
                  -Prepaid
      expenses and other current assets
                  
                  
                  (88,577
                  )
                  
                  
                  (173,940
                  )Security
      deposits
                  
                  
                  5,000
                  
                  
                  
                  (30,000
                  )Increase
      (decrease) in operating liabilities:Accounts
      payable and accrued expenses
                  
                  
                  1,202,658
                  
                  
                  
                  609,395Customer
      pre-purchase payments
                  
                  
                  (1,639,464
                  )
                  
                  
                  (370,520
                  )Unearned
      revenue
                  
                  
                  (67,081
                  )
                  
                  
                  31,961Net
      cash used in operating activities
                  
                  
                  (2,024,671
                  )
                  
                  
                  (1,609,204
                  )Cash
      flows from investing activities:Purchases
      of property and equipment
                  
                  
                  (759,663
                  )
                  
                  
                  (464,907
                  )Cash
      acquired in purchase of Horsham Franchise, net of $128,000 cash
      paid
                  
                  
                  109,539
                  
                  
                  
                  -Advances
      to related parties
                  
                  
                  (1,539,665
                  )
                  
                  
                  (1,897,500
                  )Intangible
      assets
                  
                  
                  -
                  
                  
                  
                  (9,599
                  )Prepaid
      acquisition costs
                  
                  
                  -
                  
                  
                  
                  (311,940
                  )Collection
      of notes receivable
                  
                  
                  231,879
                  
                  
                  
                  256,117Proceeds
      from sale of property and equipment
                  
                  
                  13,886
                  
                  
                  
                  20,447Net
      cash used in investing activities
                  
                  
                  (1,944,024
                  )
                  
                  
                  (2,407,382
                  )Cash
      flows from financing activities:Net
      (repayments) borrowings under line of credit
                  
                  
                  (587,060
                  )
                  
                  
                  100,273Proceeds
      from notes payable
                  
                  
                  1,200,000
                  
                  
                  
                  -Repayments
      of notes payable
                  
                  
                  (202,023
                  )
                  
                  
                  (53,075
                  )Repayments
      of capital leases payable
                  
                  
                  (259,570
                  )
                  
                  
                  (190,352
                  )Proceeds
      from options exercise
                  
                  
                  54,500
                  
                  
                  
                  1,728,000Deferred
      financing costs
                  
                  
                  (179,798
                  )
                  
                  
                  (217,174
                  )Proceeds
      from issuance of convertible debentures and note payable
                  
                  
                  3,000,000
                  
                  
                  
                  2,500,000Net
      cash provided by financing activities
                  
                  
                  3,026,049
                  
                  
                  
                  3,867,672Net
      decrease (increase) in cash:
                  
                  
                  (942,646
                  )
                  
                  
                  (148,914
                  )Cash
      at beginning of period
                  
                  
                  2,144,729
                  
                  
                  
                  1,754,318Cash
      at end of period
                  
                  $
                  1,202,083
                  
                  
                  $
                  1,605,404Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                  
                  $
                  527,574
                  
                  
                  $
                  406,918Supplemental
      non-cash investing and financing activity:Purchase
      of Horsham franchise:Assets
      acquired and liabilities assumed:Cash
                  
                  $
                  237,539
                  
                  
                  $
                  -Inventories
                  
                  
                  28,000
                  
                  
                  
                  -Property
      and equipment
                  
                  
                  39,000
                  
                  
                  
                  -Intangible
      assets-Customer lists
                  
                  
                  697,175
                  
                  
                  
                  -Customer
      pre-purchase payments
                  
                  
                  (237,539
                  )
                  
                  
                  -Total
      purchase price
                  
                  
                  764,175
                  
                  
                  
                  -Less:
      Cash paid to purchase Horsham Franchise
                  
                  
                  (128,000
                  )
                  
                  
                  -Non-cash
      consideration due to seller
                  
                  $
                  636,175
                  
                  
                  $
                  -Non-cash
      consideration consisted of:Note
      payable due to seller
                  
                  $
                  345,615
                  
                  
                  $
                  -Off-set
      of note receivable, accrued interest receivable and otherreceivable
      due from seller
                  
                  
                  290,560
                  
                  
                  
                  -$
                  636,175
                  
                  
                  $
                  -Common
      stock issued upon conversion of notes payable
                  
                  $
                  -
                  
                  
                  $
                  500,000Common
      stock issued upon conversion of convertible debt and accrued
      interest
                  
                  $
                  -
                  
                  
                  $
                  2,417,064Property
      and equipment acquired through the assumption ofcapital
      lease obligations
                  
                  $
                  497,187
                  
                  
                  $
                  215,329
 See
accompanying notes to condensed consolidated financial statements.
 4
  ABLE
ENERGY, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
1 - Basis of Presentation
 
 The
accompanying unaudited condensed consolidated financial statements of Able
Energy, Inc. and Subsidiaries (the "Company") have been prepared in accordance
with United States generally accepted accounting principles applicable for
interim financial information. Accordingly, these condensed consolidated
financial statements do not include all of the information and footnotes
required by United States generally accepted accounting principles. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine months ended March 31, 2007 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2007. These condensed consolidated financial statements include the
accounts of Able Energy, Inc. and its wholly-owned subsidiaries (Able Oil
Company, Able Oil Melbourne, Inc., Able Energy New York, Inc., Able Energy
Terminal LLC and Price Energy Franchising LLC) and majority owned (70.6%)
subsidiary (PriceEnergy.com, Inc.). These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K filed on April 12, 2007 for the year ended June 30, 2006.
 
 Note 2 - Going Concern, Liquidity and
Capital Resources and Managements Plans
 
 The
Company incurred a net loss during the year ended June 30, 2006 of $6.2 million.
Net cash used in operations during the year ended June 30, 2006 was $1.7
million. During the nine months ended March 31, 2007, the Company incurred a net
loss of $3.3 million, used cash in operating activities of $2.0 million and had
a working capital deficiency of $1.9 million.  These factors raise
substantial doubt about the Company's ability to continue as a going concern.
These condensed consolidated financial statements do not include any adjustments
relating to the recoverability of the recorded assets or the classification of
the liabilities that may be necessary should the Company be unable to continue
as a going concern.
 
 As of
February 29, 2008, the Company had a cash balance of approximately $1.7 million
and had approximately $0.6 million of obligations for funds received in advance
under a customer pre-purchase fuel program. The Company had available borrowings
through its credit line facility of approximately $1.2 million at February
29, 2008. In order to meet its liquidity requirements, the Company is
negotiating a second mortgage on its oil terminal located on Route 46 in
Rockaway, New Jersey, through which the Company believes it may borrow
additional funds.
 
 The
Company has been funding its operations through an asset-based line of credit
and credit card financing (See Note 13), the issuance of convertible
debentures and notes payable (See Notes 14 and 16), and the proceeds from the
exercise of options (See Note 17).   During the nine months ended
March 31, 2007, the Company has secured financings of $4.2 million from the
proceeds of convertible debentures and a note payable and $55,000 in proceeds
from an option exercise. Of such amount, $1.9 million net was expended
for advances to related parties, repayment of loans with the balance used for
day to day operations of the Company (See Notes 10, 19 and
21).
 
 On May
30, 2007, the Company completed a business combination with All American Plazas
Inc. now known as All American Properties, Inc. (“All American”) (See Note
19).  The Company is pursuing sales initiatives, cost savings and
credit benefits as contemplated in the business combination including
consolidation of business operations where management of the Company deems
appropriate for the combined entity. In order to conserve its capital resources
and to provide incentives for the Company’s employees and other service vendors,
the Company expects to continue to issue, from time to time, common stock and
stock options to compensate employees and non-employees for services
rendered. The Company is focusing on expanding its distribution programs
and new customer relationships to increase demand for its products. In addition,
the Company is pursuing other lines of business, which include expansion of its
current commercial business into other products and services such as bio-diesel,
solar energy and other energy related home services. The Company is also
evaluating, on a combined basis, all of its product lines for cost reductions,
consolidation of facilities and efficiency improvements. There can be no
assurance, however, that the Company will be successful in its efforts to
enhance its liquidity situation.
 
 During
the nine months ended March 31, 2007, the Company advanced monies and loans
totaling $780,000 to All American who is a stockholder in the
Company.  In addition, the Company has an accrued interest receivable
on those and other notes with All American in the amount of $139,746 and rent on
office space in the amount $44,667, as of March 31, 2007 (See Note 19). As of
March 31, 2007, a note receivable plus accrued interest in the amount of
$1,842,000 was due January 15, 2008, which is in the process of being extended,
and a note and accrued interest in the amount of $921,000 is due in July
2008.  The Company has granted to All American a series of extensions
of the maturity of the note that was due on January 15, 2008. The business
combination with All American was structured as an asset acquisition and the
note obligations of All American to the Company were not assumed in connection
with the business combination. Therefore, the notes receivable, as well as other
amounts due from All American, survive the business combination and are recorded
as contra-equity within these condensed consolidated financial statements. All
American has notified the Company that its ability to repay its note and other
obligations to the Company will be dependent upon it successfully securing
financing from a third party.
  5
 
 The
Company will require some combination of the sales, cost savings and credit
benefits originally contemplated from the business combination and some
combination of the collection of All American notes receivable, new financing,
restructuring of existing financing, improved receivable collections and/or
improved operating results in order to maintain adequate liquidity during the
year ending June 30, 2008. The Company expects to establish and maintain
compliance with the reporting requirements of the Securities and Exchange Act of
1934, as amended, which will include the filing of this Form 10-Q and Reports on
Form 10-Q for the quarters ended September 30, 2007, December 31, 2007 and March
31, 2008, as well as Form 10-K for the year ended June 30, 2007.
 
 There can
be no assurance that the financing or the cost saving measures as identified
above will be satisfactory in addressing the short-term liquidity needs of the
Company. In the event that these plans can not be effectively realized, there
can be no assurance that the Company will be able to continue as a going
concern.
 
 Note 3 - Summary of Significant Accounting
Policies
 
 Revenue
Recognition
 Sales of
fuel and heating equipment are recognized at the time of delivery to the
customer, and sales of equipment are recognized at the time of installation.
Revenue from repairs and maintenance service is recognized upon completion of
the service. Payments received from customers for heating equipment service
contracts are deferred and amortized into income over the term of the respective
service contracts, on a straight-line basis, which generally do not exceed one
year. Payment received from customers for the pre-purchase of fuel is recorded
as a current liability until the fuel is delivered to the customer, at which
time the Company recognizes it as revenue.
 
 Reclassifications
 Certain
reclassifications have been made to prior period's condensed consolidated
financial statements in order to conform to the current period
presentation.
 
 Derivative
Contracts
 The
Company uses derivative instruments (futures contracts) to manage the commodity
price risk inherent in the purchase and sale of #2 heating oil. Derivative
instruments are required to be marked to market under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (“SFAS 133”), as amended.
These contracts are designated as cash flow hedges in accordance with SFAS 133
and are recorded at fair value as a liability entitled “fuel derivative
contracts” on the Company's condensed consolidated balance sheet.
 
 The
Company believes that these futures contracts for fuel oil have been effective
during their term to offset changes in cash flow attributable to the hedged
risk. The Company performs a prospective and retrospective assessment of the
effectiveness of the futures contracts at least on a quarterly basis. All
realized and unrealized gains or losses on the futures contracts at each
reporting date are included in accumulated other comprehensive loss in the
equity section of the condensed consolidated balance sheet and in comprehensive
loss until the related fuel purchases being hedged are sold at which time such
gains or losses are recorded in cost of goods sold in the condensed consolidated
statements of operations. However, if the Company expects at any time that
continued reporting of a loss in accumulated other comprehensive income would
lead to recognizing a net loss on the combination of the futures contracts and
the hedged transaction in one or more future periods, a loss is reclassified
immediately into cost of goods sold for the amount that is not expected to be
recovered. All contracts have been closed as of March 31, 2007.  As of
March 31, 2007, all realized losses on futures contracts have been recorded in
cost of goods sold in the condensed consolidated statement of operations in the
amount of $0.4 million and $0.9 million for the three and nine month periods
ended March 31, 2007, respectively.
 
 Income
Taxes
 The gross
deferred tax asset balance as of March 31, 2007 and June 30, 2006 primarily
related to the net operating loss tax carry forwards of the
Company.  The gross deferred tax asset balance was offset by a full
valuation allowance, since management does not believe the recoverability of the
deferred tax assets during the future fiscal years is more likely than not to be
realized.  As a result, no deferred tax income benefit was recognized
in the condensed consolidated statements of operations for each of the periods
presented.
 
 The Tax
Reform Act of 1986 limits the use of net operating loss and tax credit carry
forwards in certain situations where disqualifying changes occur in the stock
ownership of a company. In the event the Company experiences a
disqualifying change in ownership, utilization of the carry forwards could be
restricted.
 
 The
Company includes its provision for state income taxes in selling, general and
administrative expenses in the condensed consolidated statements of operations,
as such amounts were determined to be immaterial to the Company’s financial
results.
 
 Note
4 - Recently Issued Accounting Pronouncements
 
 In June
2005, the Financial Accounting Standards Board (FASB) published Statement of
Financial Accounting Standards No. 154, “Accounting Changes and Error
Corrections” (“SFAS 154”). SFAS 154 establishes new standards on accounting for
changes in accounting principles. Pursuant to the new rules, all such changes
must be accounted for by retrospective application to the financial statements
of prior periods unless it is impracticable to do so. SFAS 154 completely
replaces Accounting Principles Bulletin No. 20 and SFAS 3, though it carries
forward the guidance in those pronouncements with respect to accounting for
changes in estimates, changes in the reporting entity and the correction of
errors. The requirements in SFAS 154 are effective for accounting changes made
in fiscal years
  6
  beginning
after December 15, 2005. The Company applied these requirements to accounting
changes made after the implementation date. The Company believes the
restatement of its 2005 financial results, as discussed in Note 5 to the
condensed consolidated financial statements, reflects the appropriate
application of the guidance found in SFAS 154.
 
 EITF
Issue No. 05-4 “The Effect of a Liquidated Damages Clause on a Freestanding
Financial Instrument Subject to EITF Issue No. 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock” (“EITF No. 05-4”) addresses financial instruments, such as stock purchase
warrants, which are accounted for under EITF 00-19 that may be issued at the
same time and in contemplation of a registration rights agreement that
includes a liquidated damages clause. The consensus of EITF No. 05-4 has not
been finalized. In July and August 2006, the Company entered into two private
placement agreements for convertible debentures and a note payable, a
registration rights agreement and issued warrants in connection with the private
placement (See Note 16). Based on the interpretive guidance in EITF Issue No.
05-4, view C, since the registration rights agreement includes provisions for
uncapped liquidated damages, the Company determined that the registration rights
is a derivative liability (See Note 16).  The Company has
measured this liability in accordance with SFAS No. 5.
 
 In
February 2006, the FASB issued SFAS No. 155 – “Accounting for Certain
Hybrid Financial Instruments”, which eliminates the exemption from applying SFAS
133 to interests in securitized financial assets so that similar instruments are
accounted for similarly regardless of the form of the instruments. SFAS 155 also
allows the election of fair value measurement at acquisition, at issuance
or when a previously recognized financial instrument is subject to a
remeasurement event. Adoption is effective for all financial instruments
acquired or issued after the beginning of the first fiscal year that begins
after September 15, 2006. Early adoption is permitted. The adoption of SFAS 155
is not expected to have a material effect on the Company's consolidated
financial position, results of operations or cash flows.
 
 In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities”, with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  SFAS 156 permits an entity to choose either the
amortization method or the fair value measurement method for each class of
separately recognized servicing assets or servicing liabilities.  The
application of this statement is not expected to have an impact on the Company’s
consolidated financial statements.
 
 In July
2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), which
clarifies the accounting for uncertainty in tax positions. This interpretation
requires that the Company recognize in its consolidated financial statements,
the impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective as of July 1, 2007, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings. The Company is currently evaluating the impact of
adopting FIN 48 on its consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No.157, "Fair Value Measurements", which
defines fair value, establishes a framework for measuring fair value in United
States generally accepted accounting principles and expands disclosures about
fair value measurements. Adoption is required for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Early adoption
of SFAS 157 is encouraged. The Company is currently evaluating the impact of
SFAS 157 and the Company will adopt SFAS 157 in the fiscal year beginning July
1, 2008.
 
 In
September 2006, the staff of the SEC issued Staff Accounting Bulletin ("SAB")
No. 108, which provides interpretive guidance on how the effects of the
carryover or reversal of prior year misstatements should be considered in
quantifying a current year misstatement. SAB 108 becomes effective in fiscal
2007. Adoption of SAB 108 did not have a material impact on the Company's
consolidated financial position, results of operations or cash
flows.
 
 In
September 2006, the FASB issued SFAS No. 158, “Employers Accounting for Defined
Pension and Other Postretirement Plans-an amendment of FASB No.’s 87, 88, 106
and 132(R).”  SFAS 158 requires an employer and sponsors of one or
more single employer defined plans to recognize the funded status of a benefit
plan; recognize as a component of other comprehensive income, net of tax, the
gain or losses and prior service costs or credits that may arise during the
period; measure defined benefit plan assets and obligations as of the employer’s
fiscal year; and enhance footnote disclosure.  For fiscal years ending
after December 15, 2006, employers with equity securities that trade on a public
market are required to initially recognize the funded status of a defined
benefit postretirement plan and to provide the enhanced footnote
disclosures.  For fiscal years ending after December 15, 2008,
employers are required to measure plan assets and benefit
obligations.  Management of the Company is currently evaluating the
impact of adopting this pronouncement on the consolidated financial
statements.
 
 In
December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
"Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2") which
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement should be
separately recognized and measured in accordance with SFAS No. 5,
"Accounting for Contingencies." Adoption of FSP EITF 00-19-02 is required for
fiscal years beginning after December 15, 2006, and is not expected to have a
material impact on the Company's consolidated financial position, results of
operations or cash flows.
 
 In
February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial
Assets and Financial Liabilities-Including an
  7
 
 amendment
of FASB Statement No. 115", which permits entities to choose to measure many
financial instruments and certain other items at fair value. The fair value
option established by this Statement permits all entities to choose to measure
eligible items at fair value at specified election dates. A business entity
shall report unrealized gains and losses on items for which the fair value
option has been elected in earnings at each subsequent reporting date. Adoption
is required for fiscal years beginning after November 15, 2007. Early adoption
is permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provisions of
SFAS Statement No. 157, Fair Value Measurements. The Company is currently
evaluating the expected effect of SFAS 159 on its consolidated financial
statements and is currently not yet in a position to determine such
effects.
 
 In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements–an amendment of ARB No. 51.”  SFAS
160 establishes accounting and reporting standards pertaining to ownership
interests in subsidiaries held by parties other than the parent, the amount of
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest, and the valuation of any retained
noncontrolling equity investment when a subsidiary is
deconsolidated.  This statement also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS 160 is
effective for fiscal years beginning on or after December 15,
2008.  The Company is in the process of evaluating the effect that the
adoption of SFAS 160 will have on its consolidated results of operations,
financial position and cash flows.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R).  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.  SFAS 141R is effective for financial statements issued
for fiscal years beginning after December 15, 2008.   The Company
is currently evaluating the potential impact of adoption of SFAS 141R on its
consolidated financial statements.
 
 In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities”.  The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early adoption
encouraged.  The Company is currently evaluating the impact of
adopting SFAS No. 161 on its consolidated financial statements.
 
 Note
5 - Restatement of Financial Data as of March 31, 2006 for the Three and Nine
Month Periods then Ended
 
 The
quarterly financial data as of March 31, 2006 and for the three and nine months
periods ended March 31, 2006, as presented in the condensed consolidated
financial statements, have been restated and corrected for errors relating to
(1) the amortization of a customer list; (2) the deferral of revenue recognition
associated with certain twelve month service contracts; (3) the improper accrual
of audit fees; (4) the issuance and cancellation of common stock in regard to
non-performance by a consultant under its consulting agreement with the Company;
(5) the timing of the recording of directors' fees; (6) the timing of the
recording of bad debt expense;  (7) the deferral of previously
recorded revenue; and (8) the reclassification of related party
receivables.
 
 Customer List
Amortization
 The
Company was amortizing customer lists aggregating $611,000 (which were purchased
in various acquisitions) over estimated useful lives of 10-15 years until July
2001, when the net book value was $422,728, at which time the Company stopped
amortizing the same. The Company has reassessed its position and has determined
that the customer lists should have continued to be amortized, in accordance
with SFAS No. 142, "Goodwill and Other Intangible Assets", which states that
intangible assets must be amortized over their estimated useful life unless that
useful life is determined to be indefinite. Accordingly, the Company has
recognized additional amortization expense of $10,513 and $31,359 for the three
and nine month periods ended March 31, 2006, respectively.
 
 Service Contract Revenue
Deferral
 In the
ordinary course of business, the Company offers a twelve month service contract
related to residential customers' heating equipment. The Company's policy is to
defer the revenue associated with these contracts, recognizing the revenue over
the life of the respective contracts. However, the Company's policy was not
applied correctly. The Company has recorded the deferrals required at the
various reporting dates and the impact has been to increase revenue by $196,617
for the nine month periods ended March 31, 2006. The adjustments had no impact
on the three month period ended March 31, 2006.
 
 Audit Fee
Accrual
 Previously,
the Company recorded an accrual for audit fees that it estimated would be
incurred subsequent to the date of the consolidated financial statements as of
June 30, 2005. The Company subsequently determined that the accrual for the
audit services which had not yet been performed was improper. The $31,337 of
audit fees that were reversed as of June 30, 2005 were recorded during the
quarterly period ended September 30, 2005.  In addition, the Company
reversed $110,000 of accrued expenses during the quarter ended March 31,
2006 resulting in a corresponding reduction of selling, general and
administrative expenses. The net impact of the two adjustments was a decrease in
accrued expenses as of March 31, 2006 of $78,663 resulting in a corresponding
decrease in selling, general and administrative expenses of $110,000 and $78,663
for the three and nine month periods ended March 31, 2006,
respectively.
  8
 
 Cancellation of Stock Due to
Non Performance by
Consultant
 During
March 2005, the Company issued common stock to a consultant pursuant to the
terms of a consulting agreement. Subsequently, the Company determined that the
consultant did not perform in accordance with the consulting agreement and the
Company filed suit demanding that the shares be returned. The Company's
position is that the share issuance has been cancelled ab initio, as if the
shares were never issued. Accordingly, selling, general and administrative
expense decreased by $13,000 for the nine month period ended March 31,
2006. The cancellation of the shares did not impact income for the three month
period ended March 31, 2006. Previously, the 142,857
shares issued to the consultant were treated as cancelled as of October 1, 2005.
(See note 18 and 22).
 
 
 Timing of the Recording of
Directors’Fees
 During
the quarterly period ended March 31, 2006, the Company recorded a charge for
Directors' fees, a portion of which it subsequently determined should have been
recorded in prior periods. Accordingly, adjustments have been reflected to
record a reduction in charges of $85,772 for the three month period ended March
31, 2006. Therefore, the net cumulative adjustments had no impact on the nine
month period ended March 31, 2006.
 
 Deferral of Previously Recorded
Revenue
 During
the quarterly period ended December 31, 2005, the Company recognized revenue
which was primarily related to a gain which had been deferred from the December
1998 sale of Able Oil Company Montgomery, Inc. The Company subsequently
determined that the deferred gain did not yet qualify for recognition until
December 2006 when the Company purchased the Horsham Franchise (See Note 21).
Accordingly, $79,679 of revenue was reversed from the quarterly period ended
December 31, 2005 thereby reducing revenue by the same amount for the nine
month period ended March 31, 2006. The adjustments had no impact on the
three month period ended March 31, 2006.
 
 The
adjustments reflected in the restated financial data for the three and nine
month periods ended March 31, 2006, as presented in the condensed
consolidated financial statements, also correct the condensed consolidated
balance sheet as of March 31, 2006, which is not presented in these condensed
consolidated financial statements.
 
 Cumulative Effect of the
Adjustments Described Above on Accumulated Deficit
 The
cumulative effect of the adjustments described above increased the accumulated
deficit as of June 30, 2005 in the amount of $371,978.
 
 Reclassification of Related
Party Receivables
 Related
party receivables in the amount of $1,897,500 were reclassified from assets to
Notes and loans receivable–related parties, a contra-equity
account.
 
 Impact
 The
following summarizes the effect of the adjustments discussed above on the
previously reported condensed consolidated balance sheet as of March 31, 2006
and condensed consolidated statement of operations for the three and nine month
periods ended March 31, 2006:
  As
      ofMarch 31,
      2006Total
      assets as previously reported
                
                $
                15,523,171Adjustments
                
                
                (2,148,703
                )Restated
      total assets
                
                $
                13,374,468Total
      liabilities as previously reported
                
                $
                10,689,325Adjustments
                
                
                (30,326
                )Restated
      total liabilities
                
                $
                10,658,999Total
      stockholders' equity as previously reported
                
                $
                4,833,846Adjustments
                
                
                (2,118,377
                )Restated
      total stockholders' equity
                
                $
                2,715,469
 9
  For
      the Three
                  Months
      Ended
                  March
      31, 2006
                
                
                For
      the Nine
                  Months
      Ended
                  March
      31, 2006Total
      revenues as previously reported
                
                $
                26,265,365
                
                
                $
                61,736,954Adjustments
                
                
                -
                
                
                
                116,938Restated
      total revenues
                
                $
                26,265,365
                
                
                $
                61,853,892Gross
      profit as previously reported
                
                $
                2,454,557
                
                
                $
                5,404,136Adjustments
                
                
                328,702
                
                
                
                898,866Restated
      gross profit
                
                $
                2,783,259
                
                
                $
                6,303,002Operating
      expenses as previously reported
                
                $
                2,933,065
                
                
                $
                7,155,053Adjustments
                
                
                143,440
                
                
                
                747,785Restated
      operating expemses
                
                $
                3,076,505
                
                
                $
                7,902,838Other
      income (expemse) as previously reported
                
                $
                (1,042,508
                )
                
                $
                (3,012,638
                )Adjustments
                
                
                -
                
                
                
                -Restated
      other income (expemse)
                
                $
                (1,042,508
                )
                
                $
                (3,012,638
                )Net
      loss as previously reported
                
                $
                (1,521,016
                )
                
                $
                (4,763,555
                )Adjustments
                
                
                185,262
                
                
                
                151,081Restated
      net loss
                
                $
                (1,335,754
                )
                
                $
                (4,612,474
                )Basic
      and diluted loss per share:Net
      loss as previously reported
                
                $
                (0.52
                )
                
                $
                (1.77
                )Adjustments
                
                
                0.07
                
                
                
                0.03Net
      loss as restated
                
                $
                (0.45
                )
                
                $
                (1.74
                )Basic
      and diluted average number ofAs
      previously reported
                
                
                2,939,379
                
                
                
                2,700,748Adjustments
                
                
                -
                
                
                
                (51,219
                )As
      restated
                
                
                2,939,379
                
                
                
                2,649,529
  Note
6 – Net Income (Loss) per Common Share
 
 Basic net
income (loss) per common share is computed based on the weighted average number
of shares outstanding during the periods presented. Common stock equivalents,
consisting of stock options, warrants, and convertible debentures and notes
payable as further discussed in the notes to the condensed consolidated
financial statements, were not included in the calculation of diluted earnings
per share for the three month period ended March 31, 2007, or diluted loss per
share for the nine month period ended March 31, 2007, because their inclusion
would have been anti-dilutive.  All of the “strike prices” or
“conversion prices” of the Company’s issued and outstanding derivative
instruments were below the average trading price of the Company’s common stock
during the three month period ended March 31, 2007.  Therefore, such
derivative instruments and their associated interest and treasury stock
issuance, where applicable, were excluded from the calculation to determine the
diluted loss per share as their inclusion would have caused the Company’s
diluted earnings per share to increase.
 
 The total
common shares issuable upon the exercise of stock options, warrants, and
conversion of convertible debentures and notes payable (along with related
accrued interest) was 6,770,621 and 5,536,571 for the nine month periods ended
March 31, 2007 and 2006, respectively.
  10
  Note
7 - Inventories
 
 Inventories
consisted of the following:
  March
      31, 2007
                
                
                June
      30, 2006(Audited)#2
      heating oil
                
                $
                569,368
                
                
                $
                335,485Diesel
      fuel
                
                
                53,917
                
                
                
                42,567Kerosene
                
                
                15,161
                
                
                
                9,125Propane
                
                
                7,159
                
                
                
                33,444Parts,
      supplies and equipment
                
                
                232,576
                
                
                
                255,366Total
                
                $
                878,181
                
                
                $
                675,987
  Note
8 - Notes Receivable
 
 On March
1, 2004, the Company entered into two notes receivable agreements totaling $1.4
million related to the sale of its subsidiary, Able Propane, LLC. The notes are
secured by substantially all the assets of Able Propane, LLC. One note for
$500,000 bears interest at a rate of 6% per annum and the other note for
$900,000 is non-interest bearing. Principal payments on the $900,000 note were
payable in four annual installments which began on the first anniversary of the
note. Principal payment on the $500,000 note was due on March 1, 2008 and has
been paid. Interest on such note was being paid in quarterly installments
through the maturity date. As of March 31, 2007, the Company had a total
outstanding receivable balance of $790,000 which was due on March 1,
2008.
 
 The
Company had a note from Able Oil Montgomery, Inc. ("Able Montgomery") and Andrew
Schmidt (the owner of Able Montgomery) related to the sale of Able Montgomery
and certain assets to Mr. Schmidt. The note was dated June 15, 2000 in the
amount of $170,000. The note bore interest at 9.5% per annum and payments
commenced October 1, 2000. The note was secured by the stock of Able Montgomery,
Able Montgomery's assets, as well as a personal guarantee of Mr.
Schmidt.  On December 13, 2006, the Company purchased the assets of
Able Montgomery and the note was applied against a portion of the purchase price
(See Note 21).
 
 Note
9 - Intangible Assets
 
 Intangible
assets were comprised of the following:
  March
      31, 2007
                
                
                June
      30, 2006(Audited)Customer
      lists
                
                $
                1,308,025
                
                
                $
                610,850Website
      development costs
                
                
                2,394,337
                
                
                
                2,394,3373,702,362
                
                
                $
                3,005,187Less:
      Accumulated amortization
                
                
                (2,761,565
                )
                
                
                (2,678,529
                )Intangible
      assets, net
                
                $
                940,797
                
                
                $
                326,658
  The
estimated future amortization of customer lists and website development costs as
of March 31, 2007 is as follows:
  For
      the Years
                  Ending
      March 31,
                
                Total
                
                
                Customer
      lists
                
                
                Website
                  development
                  costs2008
                
                $
                135,502
                
                
                $
                87,497
                
                
                $
                48,0052009
                
                
                114,505
                
                
                
                87,497
                
                
                
                27,0082010
                
                
                85,173
                
                
                
                85,173
                
                
                
                -2011
                
                
                83,512
                
                
                
                83,512
                
                
                
                -2012
                
                
                67,651
                
                
                
                67,651
                
                
                
                -Thereafter
                
                
                454,454
                
                
                
                454,454
                
                
                
                -$
                940,797
                
                
                $
                865,784
                
                
                $
                75,013
  11
 
 Information
related to intangible assets for the nine month period ended March 31, 2007 is
as follows:
 
 Nine
      Months Ended
                  March
      31, 2007Opening
      balance - June 30, 2006
                
                $
                326,658Amounts
      capitalized
                
                
                697,175Amortization
      for the period
                
                
                (83,036
                )Closing
      balance - March 31, 2007
                
                $
                940,797
 
 The
$697,175 of amounts capitalized during the nine month period ended March 31,
2007 represents customer lists acquired in the purchase of the Horsham Franchise
(See Note 21). The amount is being amortized over a 15 year period which
represents management’s best, current estimate of the life of the asset, based
on long standing and established industry practice.  Under the
guidelines found in SFAS No. 144,  "Accounting for the
Impairment  or Disposal
of  Long-Lived  Assets,"  intangible  assets
with finite lives are  tested
for  impairment  whenever  events or changes in
circumstances indicate that the carrying amount may not be recoverable.
Management will periodically review and test the value of this asset in
accordance with the guidance provided by SFAS No. 144.
 
 Amortization
expense for intangible assets was $34,133 and $20,987 for the three month
periods ended March 31, 2007 and 2006, respectively, and $83,036 and $153,076
for the nine month periods ended March 31, 2007 and 2006,
respectively.
 
 At March 31, 2007, the weighted
average remaining life of the intangible assets is 11.66 years and has no
residual value.
 
 Note
10 – Derivative Instruments
 
 During
the period from July 28, 2006 to August 15, 2006, the Company entered into
futures contracts for #2 heating oil (“fuel derivatives contracts”) to hedge a
portion of its forecasted heating season requirements. The Company purchased 40
contracts with a series of maturities between October 2006 and April 2007. The
contracts totaled 1,680,000 gallons of #2 heating oil at an average call price
of $2.20 per gallon. In accordance with the guidance found in SFAS No. 133 and
SFAS No. 149, the Company is accounting for the contracts as a cash flow
hedge.  Through March 31, 2007, the Company has deposited a net total
of $923,017 in margin requirements with the broker. The Company has a realized
loss on all 40 of the contracts in the amount of $926,170.  The
balance of $1,188 on deposit with the broker at March 31, 2007 is included in
other current assets in the condensed consolidated balance sheet. The realized
loss of $398,640 and $926,170 for the three and nine month periods ended March
31, 2007 is recorded in cost of goods sold in the condensed consolidated
statements of operations, of which, $88,670 relates to contracts for which fuel
was not delivered as of March 31, 2007. This amount is included in cost of goods
sold since such loss is not expected to be recovered in the applicable future
period.
 
 Note
11 - Property and Equipment
 
 Property
and equipment was comprised of the following:
  March
      31, 2007
                
                
                June
      30, 2006(Audited)Land
                
                $
                479,346
                
                
                $
                479,346Buildings
                
                
                1,674,124
                
                
                
                1,656,106Bulding
      improvements
                
                
                523,473
                
                
                
                251,401Trucks
                
                
                4,366,685
                
                
                
                3,826,414Machinery
      and equipment
                
                
                1,266,094
                
                
                
                1,028,769Office
      furniture, fixturesand
      equipment
                
                
                226,279
                
                
                
                219,778Fuel
      tanks
                
                
                923,261
                
                
                
                872,096Cylinders
      - propane
                
                
                477,684
                
                
                
                385,4509,936,946
                
                
                $
                8,719,360Less:
      accumulated depreciation
                
                
                (4,647,596
                )
                
                
                (4,305,309
                )Property
      and equipment, net
                
                $
                5,289,350
                
                
                $
                4,414,051
 
 12
  At March
31, 2007, the equipment under the capital leases had a capitalized cost of $2.2
million, less accumulated depreciation of $0.7 million for a net book value of
$1.5 million.
 
 Depreciation
and amortization expense of property and equipment was $142,871 and
$148,547 for the three month periods ended March 31, 2007 and 2006,
respectively.  Depreciation and amortization expense of property and
equipment was $419,260 and $450,049 for the nine month periods ended March 31,
2007 and 2006, respectively.
 
 Note
12 – Deferred Financing Costs and Debt Discounts
 
 The
Company incurred deferred financing costs in conjunction with the sale of
convertible debentures on July 12, 2005 and August 8, 2006 (See Note 16), a note
payable on May 13, 2005 (See Note 14), a line of credit on May 13, 2005 (See
Note 13) and a convertible note payable on July 5, 2006 (See Note 16). These
costs were capitalized to deferred financing costs and are being amortized over
the term of the related debt. Amortization of deferred financing costs was
$27,384 and $162,171 for the three month periods ended March 31, 2007 and 2006,
respectively. Amortization of deferred financing costs was $791,274 and $402,872
for the nine month periods ended March 31, 2007 and 2006,
respectively. These amounts include zero and $715,000 for the three and
nine month periods ended March 31, 2007, respectively, that were
charged  to amortization of deferred financing costs since the
financing did not occur (See Note 19).
 
 In
accordance with EITF 00-27, "Application of Issue 98-5 to Certain Convertible
Instruments", the convertible debentures issued on July 12, 2005 and August 8,
2006, as well as a convertible note issued July 5, 2006, were considered to have
a beneficial conversion premium feature. The Company recorded debt
discounts of $5,500,000 related to the conversion premiums and warrants issued
in connection with the financings. The Company amortized $268,325 and $928,385
of the debt discount during the three month periods ended March 31, 2007 and
2006, respectively. The Company amortized $738,519 and $2,413,922 of the debt
discount during the nine month periods ended March 31, 2007 and 2006,
respectively.
 
 Note
13 - Line Of Credit
 
 Line of
Credit
 On May
13, 2005, the Company entered into a $1,750,000 line-of-credit agreement (the
“Line”) with Entrepreneur Growth Capital, LLC (“EGC”). The Line is secured by
accounts receivable, inventory and certain other assets as defined in the
agreement. The line carries interest at Citibank's prime rate, plus 4% per annum
(11.25% at March 31, 2007) not to exceed 24% with a minimum interest of
$11,000 per month. The line also requires an annual facility fee of 2% of the
total available facility limit and monthly collateral management fees equal to
..025%. The outstanding balance fluctuates over time. The balance due as of March
31, 2007 was $644,580 and $1,105,000 of additional borrowings were available
under this Line.
 
 Note
14 - Notes Payable
 
 On May
13, 2005, the Company entered into a term loan with Northfield Savings Bank for
$3,250,000. Principal and interest are payable in monthly installments of
$21,400 which commenced July 1, 2005. The initial interest rate is 6.25% per
annum on the unpaid principal balance for the first five years, to be reset
every fifth anniversary date at 3% over the five year treasury rate, but not
lower than the initial rate; at that time the monthly payment will be
reset.  The interest rate on default is 4% per annum above the interest
rate then in effect.  The note is secured by Company-owned real property
located in Rockaway, New Jersey and an assignment of leases and rents at such
location.  At the maturity date of June 1, 2030, all remaining amounts are
due.  The balance outstanding on this note at March 31, 2007 was
$3,150,000.
 
 On August
27, 1999, the Company entered into a note related to the purchase of equipment
and facilities from B & B Fuels, Inc.  The total principal of the note
originally was $145,000. The note is payable in the monthly amount of principal
and interest of $1,721 with an interest rate of 7.5% per year through August 27,
2009. The note is secured by a mortgage granted by Able Energy New York, Inc. on
properties at 2 and 4 Green Terrace and 4 Horicon Avenue, Town of Warrensburg,
Warren County, New York. The balance due on this note at March 31, 2007 was
$46,000.
 
 On
December 7, 2006, the Company entered into a note with Ford Motor Credit for the
purchase of a Ford pick-up truck. The total principal of the note is $33,636.
The note is payable in the monthly amount of principal and interest of $757
through December 7, 2010 with an annual interest rate of 3.9%.  The
balance due on this note at March 31, 2007 was $32,000.
 
 On
December 13, 2006, the Company entered into a 5 year note agreement relating to
the purchase of the Horsham Franchise in the amount of $345,615 (See Note
21).  The interest rate is 7.0% per annum and principal and interest
is payable in monthly installments of $6,844 which commenced on January 13,
2007. The balance due on this note at March 31, 2007 was
$331,000.
 
 On March
20, 2007, the Company entered into a credit card receivable advance agreement
with Credit Cash, LLC ("Credit Cash") whereby Credit Cash agreed to loan the
Company $1.2 million. The loan is secured by the Company's existing and future
credit card collections.  Terms of the loan call for a repayment of
$1,284,000, which includes the one-time finance charge of $84,000, over a
seven-month period. This will be accomplished through Credit Cash withholding
18% of credit card collections of Able Oil Company and 10% of credit card
collections of PriceEnergy.com, Inc. over the seven-month period which began on
March 21, 2007. There are certain provisions in the agreement which allows
Credit Cash to increase the withholding, if the amount withheld by Credit Cash
over
  13
 
 the
seven-month period is not sufficient to satisfy the required repayment of
$1,284,000. The balance due on this note at March 31, 2007 was
$1,037,000.
 
 Maturities
of the notes payable as of March 31, 2007 are as follows:
 
 For
      the year EndingMarch
      31:
                
                Amount2008
                
                $
                1,186,1672009
                
                
                159,9382010
                
                
                157,5232011
                
                
                155,9622012
                
                
                139,581Thereafter
                
                
                2,796,777Total
                
                $
                4,595,948
 
 Note
15 - Capital Leases Payable
 
 The
Company has entered into various capital leases for equipment expiring through
January 2012, with aggregate monthly payments of $39,000. The Company purchased
equipment under capital leases for $402,000 and $497,000 during the three
and nine month periods ended March 31, 2007.
 
 The
following is a schedule by years of future minimum lease payments under capital
leases together with the present value of the net minimum lease payments as of
March 31, 2007:
  For
      the YearEnding
      March 31,
                
                Amount2008
                
                $
                458,6902009
                
                
                424,2752010
                
                
                251,6552011
                
                
                158,1862012
                
                
                94,242Total
      minimum lease payments
                
                
                1,387,048Less:
      amounts representing interest
                
                
                189,972Present
      value of net minimum lease payments
                
                
                1,197,076Less:
      current portion
                
                
                371,779Long-term
      portion
                
                $
                825,297
 
 Note
16 - Convertible Debentures and Note Payable
 
 Convertible Debentures–July
2005
 On July
12, 2005, the Company consummated a financing in the amount of $2.5 million.
Under such financing, the Company sold debentures evidenced by a Variable Rate
Convertible Debenture (the "Convertible Debentures"). During the year ended June
30, 2006 $2,367,500 of principal plus accrued interest of $49,563 were converted
into 371,856 shares of the Company’s common shares.  As of March 31, 2007,
the remaining outstanding balance of debentures totaled $132,500 plus accrued
interest of $63,406.  The amortization of discounts on debt in
connection with the Convertible Debentures was $15,538 and $928,385 for the
three month periods ended March 31, 2007 and 2006, respectively.  The
amortization of discounts on these Convertible Debentures was $47,304 and
$2,413,922 for the nine month periods ended March 31, 2007 and 2006,
respectively, and the unamortized portion was $23,064 at March 31,
2007.
 
 Convertible Note Payable to
Laurus
 On July
5, 2006, the Company closed a Securities Purchase Agreement entered into on June
30, 2006 whereby it sold a $1,000,000 convertible term note to the Laurus Master
Trust Fund, Ltd. (“Laurus”). The Company paid fees of $49,000 to Laurus and
received net proceeds of $951,000. The Company incurred escrow fees of
$1,500.  Thereafter, the Company loaned $849,500 of the Laurus
proceeds to All American and in exchange for a note receivable in the amount of
$905,000 which included reimbursement of $50,500 of
  14
 
 transaction
fees.  All American loaned the net proceeds received from Able to CCI
Group, Inc, ((“CCIG”), a 70% owned subsidiary of All American) who utilized such
funds toward the development and operation of a project operated by CCIG’s
subsidiary Beach Properties Barbuda Limited (“BPBL”).
 
 Commencing
August 1, 2006, the Company was required to pay interest on the note monthly in
arrears at a rate equal to the prime rate published in the Wall Street Journal
plus 2% (a total of 10.25% as of March 31, 2007), calculated as of the last
business day of the calendar month. Amortizing payments of the principal amount
of the note were made by the Company commencing on July 1, 2007 and on the first
business day of each succeeding month thereafter in the amount of $27,778
through the maturity date of the note on June 30, 2009. As of July 31, 2007 the
Company has made principal payments totaling $27,778. The note is convertible at
the option of Laurus into shares of the Company's common stock, at an initial
fixed conversion price of $6.50 per share. The conversion rate of the note is
subject to certain adjustments and limitations as set forth in the note. As
of March 31, 2007, the remaining outstanding note payable balance was $1.0
million.
 
 In
connection with Laurus' purchase of the note, the Company granted Laurus a
warrant exercisable through June 30, 2011 to purchase 160,000 shares of the
Company's common stock at a price of $5.57 per share, subject to the adjustments
and limitations set forth in the warrant. These warrants were valued at
$986,000, using the Black-Scholes model, applying an interest rate of 5.19%,
volatility of 98.4%, dividends of $0 and a contractual term of five
years.
 
 In
accordance with EITF 00-27 “Application of Issue #98-5 to Certain Convertible
Instruments” and EITF 98-5, "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjusted Conversion Ratios", on a
relative fair value basis, the warrants were recorded at a value of $472,000.
The conversion feature, utilizing an effective conversion price and market
price of the common stock on the date of issuance of $3.00 and $7.70, per share,
respectively, was valued at $723,000 which was then limited to $528,000,
the remaining undiscounted value of the proceeds of the convertible term note.
Accordingly, the Company has recorded a debt discount related to the warrants of
$472,000 and the beneficial conversion feature of the convertible term note of
$528,000, which amounts are amortizable utilizing the interest method over the
three year term of the convertible term note. Amortization of debt discounts on
this convertible note payable amounted to $82,493 and $246,561 for the
three and nine month periods ended March 31, 2007, respectively, and the
unamortized portion was $753,439 at March 31, 2007.
 
 The
Company agreed that within sixty days from the date of issuance of the note
(September 3, 2006) and warrant that it would file a registration statement with
the SEC covering the resale of the shares of the Company's stock issuable upon
conversion of the note and the exercise of the warrant. This registration
statement would also cover any additional shares of stock issuable to Laurus as
a result of any adjustment to the fixed conversion price of the note or the
exercise price of the warrant.  As of the date of this Report, the
Company was not able to file a registration statement, and Laurus has not yet
waived its rights under this agreement. As a result of its failure to comply
with the registration rights provision, the Company has included all the amounts
due for the convertible term note as a current liability in the condensed
consolidated balance sheet as of March 31, 2007. There are no stipulated
liquidated damages outlined in the Registration Rights Agreement. Under the
Agreement, the holder is entitled to exercise all rights granted by law,
including recovery of damages, and will be entitled to specific performance of
its rights under this agreement.  Mr. Frank Nocito, an officer and a
stockholder and Mr. Stephen Chalk, a director have each provided a personal
guarantee, of up to $425,000 each, in connection with this
financing.
 
 The
Company received from Laurus a notice of a claim of default, dated January 10,
2007. Laurus claimed default under section 4.1(a) of the Term Note as a result
of non-payment of interest and fees in the amount of $8,826 that were due on
January 5, 2007, and a default under sections 6.17 and 6.18 of the Securities
Purchase Agreement for failure to use best efforts (i) to cause CCIG to provide
Laurus on an ongoing basis with evidence that any and all obligations in respect
of accounts payable of  the project operated by CCIG’s subsidiary
BPBL, have been met; and (ii) cause CCIG to provide within 15 days after the end
of each calendar month, unaudited/internal financial statements (balance sheet,
statements of income and cash flow) of BPBL and evidence that BPBL  is
current in all of their ongoing operational needs. On March 7, 2007, Laurus
notified the Company that it waived the event of default and that Laurus had
waived the requirement for the Company to make the default payment of
$154,000.
 
 Convertible Debentures
August 2006
 On August
8, 2006, the Company issued $2,000,000 of convertible debentures to certain
investors which are due on August 8, 2008. The convertible debentures are
convertible into shares of the Company's common stock at a conversion price of
$6.00 per share, which was the market value of the Company's common stock on the
date of issuance. The Company received net proceeds of $1,820,000 and incurred
expenses of legal fees of $40,000 and broker fees of $140,000 in connection with
this financing that were recorded as deferred financing costs and amortized on a
straight-line basis over the two year term of the convertible debentures. The
convertible debentures bear interest at the greater of either LIBOR (5.4% as of
March 31, 2007) plus 6.0%, or 12.5%, per annum, and such interest is
payable quarterly to the holder either in cash or in additional convertible
debentures at the Company’s option.
 
 At any
time, the holder may convert the convertible debenture into shares of common
stock at $6.00 per share, or into 333,333 shares of common stock which
represents a conversion at the face value of the convertible
debenture.
 
 On May
30, 2007, upon consummation by the Company of the business combination
transaction with All American (See Note 19), the
  15
 
 Company
may redeem the convertible debentures at a price of 120% of the face amount,
plus any accrued but unpaid interest and any unpaid liquidated damages or under
certain conditions, the Company may redeem the amount at 120% of the face amount
in cash, or redeem through the issuance of shares of common stock at the
lower of the existing conversion price or 90% of the volume weighted average
price, as stipulated in the agreement.
 
 The
investors may elect to participate in up to 50% of any subsequent financing of
the Company by providing written notice of intention to the
Company.
 
 The
investors also were issued 333,333, 166,667 and 172,667 five-year warrants to
purchase additional shares of the Company's common stock at $4.00, $6.00
and $7.00 per share, respectively. These warrants were valued at $3,143,000
using the Black-Scholes model, applying an interest rate of 4.85%, volatility of
98.4%, dividends of 0% and a term of five years. In accordance with EITF
00-27 and EITF 98-5, on a relative fair value basis, the warrants were
recorded at a value of $1,222,000. The beneficial conversion feature, utilizing
an effective conversion price and market price of the common stock on the date
of issuance of $2.00 and $6.00, per share, respectively, was valued at
$1,333,000 which was then limited to $778,000, the remaining undiscounted value
of the convertible term note. Accordingly, the Company has recorded a debt
discount related to the warrants of $1,222,000, the beneficial conversion
feature of the convertible term note of $778,000, which amounts are amortizable
over the two year term of the convertible debenture.  Amortization of
debt discount on these convertible debentures was $170,293 and $444,654 for the
three and nine month periods ended March 31, 2007, respectively, and the
unamortized portion was $1,555,346 at March 31, 2007.
 
 The
Company had agreed to file a registration statement within forty-five days or
September 22, 2006, covering the resale of the shares of common stock underlying
the convertible debentures and warrants issued to the investors, and by October
15, 2006, to have such registration statement declared effective. The
registration rights agreement with the investors provides for partial liquidated
damages in the case that these registration requirements are not met. From the
date of violation, the Company is obligated to pay liquidated damages of 2% per
month of the outstanding amount of the convertible debentures, up to a total
obligation of 24% of such obligation. The Company has not yet filed a
registration statement regarding these securities. Accordingly, through March
16, 2008, the Company has incurred a liquidated damages obligation, including
interest, of approximately $563,000, none of which has been paid. The expense is
included as registration rights penalty on the condensed consolidated statement
of operations and the corresponding liability in accounts payable and accrued
expenses on the condensed consolidated balance sheet. The Company is obligated
to continue to pay 18% interest per annum on any damage amount not paid in full
within 7 (seven) days. As of the date of this Report, the Company had not filed
a registration statement and the holder has not yet waived its rights under this
agreement, and the Company had not received a default notice from the lender on
these matters. EITF 05-04 view (C) allows the Company to account for the
value of the warrants as equity and separately record the fair value of the
registration right as a derivative liability. Until these liquidated damages are
cured, the incurred liquidated damages and an estimate of future amount will be
accounted for as a derivative liability by the Company under view
(C).
 
 The
obligations of the Company in this financing transaction are secured by a first
mortgage on certain property owned by the Company in Warrensburg, New York, a
pledge of certain rights the Company has in securities of CCIG, guarantees by
the Company's subsidiaries and liens on certain other property.
 
 Note
17 - Stockholders’ Equity
 
 Increase in Common Shares
Authorized
 On August
29, 2006, the stockholders approved an increase in authorized shares of common
stock from 10,000,000 to 75,000,000 shares.
 
 Stock
Options
 A summary
of the Company's stock option activity, and related information for the nine
month period ended March 31, 2007 is as follows:
  Number
      of
                  Options
                
                
                Weighted
                  Average
                  Exercise
      PriceOutstanding,
      June 30, 2006
                
                
                91,500
                
                
                $
                5.92Granted
                
                
                50,000
                
                
                
                4.55Cancelled
                
                
                (50,000
                )
                
                
                4.55Exercised
                
                
                (12,500
                )
                
                
                4.36Outstanding,
      March 31, 2007
                
                
                79,000
                
                
                $
                6.17Exercisable,  March
      31, 2007
                
                
                79,000
                
                
                $
                6.17
 16
  On July
31, 2006, an option was granted to Frank Nocito, a Vice President and
stockholder of the Company, to purchase 50,000 shares of common stock of the
Company at a price of $4.55 per share. Thereafter, in error, the Company issued
the shares to Mr. Nocito. Mr. Nocito had not formally exercised the option, nor
had he paid the Company the cash consideration for the shares. Mr. Nocito
returned the stock certificates to the Company and the shares were cancelled by
the transfer agent.  On October 7, 2006, Mr. Nocito and the Company
agreed to cancel the option and further, Mr. Nocito agreed in writing to waive
any and all rights that he had to the option. The option was then cancelled and
deemed null and void and the statements reflect no expense related to the
cancelled grant.
 
 On August
25, 2006, Steven Vella, the Company's former Chief Financial Officer, elected to
exercise 12,500 options with an exercise price of $4.36 that were granted to him
on June 23, 2006, as part of a negotiated severance package. As a result of the
option exercise, the Company received proceeds of $54,500.  Black
Scholes variables used were 3 year term, risk free interest rate of 5.23% and
volatility of 86.9%.
 
 There
were no options granted during the nine month period ended March 31,
2007.
 
 The
Company incurred zero  and $123,843 of stock – based compensation
expense for the three and nine month periods ended March 31, 2007, respectively,
from amortization of deferred compensation expenses related to the previous
issuance of stock options.
 
 The
following is a summary of stock options outstanding and exercisable at March 31,
2007 by exercise price range:
  Exercise
      Price Range
                
                
                Number
      of
                  options
                
                
                Weighted
                  Average
                  Remaining
                  Contractual
                  Life
      (Years)
                
                
                Weighted
                  Average
                  Exercise
                  Price$2.55
      - $3.16
                
                
                
                30,000
                
                
                
                1.8
                
                
                $
                2.86$8.09
      - $8.32
                
                
                
                49,000
                
                
                
                3.8
                
                
                
                8.2079,000
                
                
                
                3.0
                
                
                $
                6.17
  Warrants
  A summary
of the Company’s stock warrant activity and related information for the nine
month period ended March 31, 2007 is as follows:
  Number
      of
                  Warrants
                
                
                Weighted
                  Average
                  Exercise
      PriceOutstanding,
      June 30, 2006
                
                
                5,332,309
                
                
                $
                7.49Granted
                
                
                832,667
                
                
                
                5.32Outstanding,
      March 31, 2007
                
                
                6,164,976
                
                
                $
                7.20
 
 Voluntary NASDAQ
Delisting
 On
October 4, 2006, the Company announced its intention to voluntarily delist the
Company's common stock from the NASDAQ Capital Market, effective as of the start
of trading on October 13, 2006. The Company's common stock is currently quoted
on the Pink Sheets. The management of the Company has indicated that the Company
will seek to have its common stock quoted on the OTC Bulletin Board as soon
as practical following the filing of this March 31, 2007 Report on
Form 10-Q, the September 30, 2007 Report on Form 10-Q, the December 31,
2007 Report on Form 10-Q and Form 10-K for the year ended June 30,
2007.
 
 Note
18 - Commitments and Contingencies
 
 Purchase
Commitments
 As of
March 31, 2007, the Company is obligated to purchase $547,000 of #2 heating
oil under various contracts with its suppliers, which expired in April
2007.  See Note 22 for additional contracts entered into subsequent to
March 31, 2007.
  17
 
 Litigation
 The
Company is subject to laws and regulations relating to the protection of the
environment. While it is not possible to quantify with certainty the potential
impact of actions regarding environmental matters, in the opinion of management,
compliance with the present environmental protection laws will not have a
material adverse effect on the consolidated financial condition, competitive
position or capital expenditures of the Company.
 
 Following
an explosion and fire that occurred at the Company's Facility in Newton, NJ on
March 14, 2003, and through the subsequent clean up efforts, the Company has
cooperated fully with all local, state and federal agencies in their
investigations into the cause of this accident.  A lawsuit (known as
Hicks vs. Able Energy,
Inc.) has been filed against the Company by residents who allegedly
suffered property damages as a result of the March 14, 2003 explosion and fire.
The Company's insurance carrier is defending the Company as it related to
compensatory damages. The Company has retained separate legal counsel to defend
the Company against the punitive damage claim. On June 13, 2005, the Court
granted a motion certifying a plaintiff class action which is defined as "All
Persons and Entities that on and after March 14, 2003, residing within a 1,000
yard radius of Able Oil Company's fuel depot facility and were damaged as a
result of the March 14, 2003 explosion". As of the date of this Report, this
lawsuit is still in the discovery phase. The class certification is limited to
economic loss and specifically excludes claims for personal injury from the
Class Certification. The Company believes that the Class Claims for compensatory
damages is within the available limits of its insurance coverage. On September
13, 2006, the plaintiffs counsel made a settlement demand of $10,000,000, which
the Company believes to be excessive and the methodology upon which it is based
to be fundamentally flawed. The Company intends to vigorously defend the
claim.
 
 Relating
to the Hicks action, a total of 227 claims have been filed against the Company
for property damages and 222 claims have been settled by the Company's
insurance carrier. In addition to the Hicks action, four property owners, who
were unable to reach satisfactory settlements with the Company's insurance
carrier, have filed lawsuits for alleged property damages suffered as a result
of the March 14, 2003 explosion and fire. The Company's insurance carrier is
defending the Company as it relates to the Hicks action and remaining four
property damage claims. The Company's counsel is defending punitive damage
claims. The Company believes that compensatory damage claims are within the
available limits of insurance and reserves for losses have been established, as
deemed appropriate, by the insurance carrier. The Company believes the remaining
five unsettled lawsuits will not have a material adverse effect on the Company's
consolidated financial condition or operations.
 
 The
Company has been involved in non-material lawsuits in the normal course of
business. These matters are handled by the Company's insurance carrier. The
Company believes that the outcome of the above mentioned legal matters will not
have a material effect on the Company's condensed consolidated financial
statements.
 
 USABiodiesel LLC Joint
Venture
 On August
9, 2006, the Company entered into a joint venture agreement with BioEnergy of
America, Inc. ("BEA"), a privately-held Delaware corporation, for the purpose of
producing biodiesel fuel using BEA's exclusive production process at plants to
be constructed at truck stop plazas, home heating depots and terminals used to
house petroleum products for distribution or resale. The joint venture will
operate through USA Biodiesel LLC ("USA"), a New Jersey limited liability
company in which the Company and BEA will each have a 50% membership interest.
Each plant, when fully operational, will produce 15 million gallons of biodiesel
fuel per year. USA will pay all of the operating, production and processing
expenses for each plant, including an annual use fee to the Company for use of
the plant in the amount of $258,000, payable quarterly, commencing ninety days
after the plant is fully operational. USA will operate the plants and the
Company shall have the exclusive right to purchase all bio-diesel fuel produced
at the plants.
 
 The
Company's initial contribution to USA will be: (i) the costs of construction of
each of the plants (estimated to be $1.5 million each) and related equipment
necessary for operating the plants, all of which, after construction of the
plants shall be owned by the Company; (ii) initial capital by means of a loan to
USA for funding the operations of USA; (iii) the facilities at which the plants
are to be constructed; and (iv) office facilities and access to office
technology for the Company. BEA's initial contribution to USA will be: (i) the
license design, engineering plans and technology and related costs and expenses
necessary to construct and operate the plants at the facilities; (ii) access to
equipment supplier purchase agreements for equipment for the plants; (iii)
access to soy oil, methanol and other material purchasing agreements; (iv) for
each plant constructed, nine months of training consisting of three months
during the construction of each of the plants and three months during initial
full production; and (v) exclusive territorial rights to the manufacturing
process to be used at the plants. There were no contributions to USA by the
Company through the date of this Report, and the Company has been advised that
BEA is no longer in business.
 
 Other
Contingencies
 Related
to its 1999 purchase of the property on Route 46 in Rockaway, New Jersey, the
Company settled a lawsuit with a former tenant of the property and received a
lump sum settlement of $397,500. This sum was placed in an attorney's escrow
account for payment of all environmental remediation costs. Through March 31,
2007, the Company has been reimbursed for $290,000 of costs and another $87,000
are un-reimbursed and are included in prepaid expenses and other current assets
in the accompanying condensed consolidated balance sheet at March 31, 2007 and
must be presented to the attorney for reimbursement. The environmental
remediation is still in progress on this property. The majority of the free
standing product has been extracted from the underground water table. The
remainder of the remediation will be completed over the course of the next eight
to ten years using natural attenuation and possible bacterial
injection.  Based upon the information available to the Company as of
the date of this Report, in the opinion of the Company's management, the amount
remaining available in the trust is sufficient to fund the remaining
remediation.
  18
  On
September 26, 2006, the New Jersey Department of Environmental Protection
("NJDEP") conducted a site update inspection, which included a review of the
Route 46 site and an update of the progress of the approved remediation. The
NJDEP Northern Office director who conducted the inspection, concluded that the
remediation progress was proceeding appropriately and that the NJDEP approved of
the Company's continued plan to eliminate the remaining underground
product.
 
 During
the year ended June 30, 2006, certain officers of the Company exercised stock
options for the purchase of 100,000 shares of the Company’s stock at an exercise
price of $6.68 per share that would have resulted in additional compensation to
them if, at the time of exercise, the stock was either not subject to a
substantial risk of forfeiture or transferable.  The Company has
concluded that the stock received upon exercise was subject to a substantial
risk of forfeiture and not transferable until the time of sale.  Since
the sales price of the stock
was less than the exercise price, the Company has further concluded that there
is no additional compensation that would be subject to income tax withholdings
for inclusion in payroll tax returns. There can be no assurance that the
Internal Revenue Service (“IRS”) will agree with the Company’s
position.  In the event that the IRS does not agree, the Company
estimates that its maximum exposure for income tax withholdings will not exceed
$85,000 excluding any potential interest and penalties.  In addition,
the Company has not yet filed certain SEC filings related to these option
exercises.
 
 On
December 8, 2006, the Company commenced an action in the Superior Court of
California, for the County of Los Angeles against Summit Ventures, Inc.
(“Summit”), Mark Roy Anderson (“Anderson”), the principal of Summit and four
other companies controlled by Anderson, Camden Holdings, Inc., Summit Oil and
Gas, Inc. d/b/a Nevada Summit Oil and Gas, Harvest Worldwide, LLC and Harvest
Worldwide, Inc. seeking to compel the return of 142,857 shares (the “Shares”) of
the Company’s common stock issued to Summit.  The shares were issued
to Summit in connection with a consulting agreement the Company had entered into
with Summit in January 2005 (Also see Note 5). The complaint also sought damages
as a result of Summit’s and Anderson’s breach of contract, fraud, and
misrepresentation with respect to the consulting agreement.  On June
28, 2007, Summit and Anderson interposed a cross-complaint against the Company,
Greg Frost, the Company’s Chief Executive Officer and Chairman, Chris Westad,
the Company’s President, Frank Nocito, Vice President of Business Development
for the Company, Stephen Chalk, a Director of the Company and Timothy
Harrington, the former Chief Executive Officer of the Company. On October 10,
2007, the Company settled the Anderson Litigation (See Note 22).
 
 SEC Formal Order of Private
Investigation
 On
September 7, 2006, the Company received a copy of a Formal Order from the SEC
pursuant to which the Company, certain of its officers and a director were
served with subpoenas requesting certain documents and information. The Formal
Order authorizes an investigation of possible violations of the anti-fraud
provisions of the federal securities laws with respect to the offer,
purchase and sale of the Company's securities and the Company's disclosures or
failures to disclose material information. The Company believes that it did not
violate any securities laws and intends to cooperate fully with and assist the
SEC in its inquiry. The scope, focus and subject matter of the SEC
investigation may change from time to time and the Company may be unaware of
matters under consideration by the SEC. The Company has produced and continues
to produce responsive documents and intends to continue cooperating with the SEC
in connection with the investigation.
 
 Note
19 - Related Party Transactions
 
 Acquisition of Assets of All
American
 The
Company entered into an Asset Purchase Agreement dated as of June 16, 2005
(which was originally contemplated as a stock purchase agreement) ("Purchase
Agreement") with all of the stockholders (and then with All American with
respect to the Purchase Agreement) (the "Sellers") of All American in connection
with the Company's acquisition of substantially all the operating assets (not
including real estate properties) of All American. This transaction was approved
on August 29, 2006 at a special meeting of the Company's stockholders and was
consummated on May 30, 2007. In accordance with applicable Delaware law, the
transaction was approved by at least two-thirds (2/3) of the disinterested
stockholders of the Company.  Under the terms of the Purchase
Agreement, upon closing, the Company issued an aggregate of 11,666,667 shares of
the Company’s unregistered and restricted common stock.   Of the
11.67 million shares, 10 million shares were issued directly to All American and
the remaining 1,666,667 shares were issued in the name of All American in escrow
pending the decision by the Company’s Board of Directors relating to the All
American secured debentures described below in “All American Financing”. The
Company purchased the operating businesses of eleven truck stop plazas owned and
operated by All American. The acquisition included all assets comprising the
eleven truck plazas other than the underlying real estate and the buildings
thereon. The Company also assumed all liabilities related to the operations of
those truck stops. The Company did not assume any liabilities related to the
underlying real estate. In addition, the obligations of All American to the
Company relating to the notes and other amounts as described in these condensed
consolidated financial statements survive the business combination (See Note 2).
The financial information related to the assets acquired and liabilities
assumed is not yet available.  The shares of the Company were valued
at a fixed price of $3.00 per share for purposes of the Purchase
Agreement.  The share price of the Company’s common stock as of May
30, 2007 as quoted on the Pink Sheets was $1.65.
 
 Please
see Note 21 for the unaudited proforma income statement representing
consolidated results of operations for the Company had the acquisition of All
American occurred at the beginning of the earliest period
presented.
  19
 
 All American
Financing
 On June
1, 2005, All American completed a financing that may impact the Company.
Pursuant to the terms of the Securities Purchase Agreement
(the "Agreement") among All American and certain purchasers ("Purchasers"), the
Purchasers loaned All American an aggregate of $5,000,000, evidenced by secured
debentures dated June 1, 2005 (the "Debentures"). The Debentures were due and
payable on June 1, 2007, subject to the occurrence of an event of default, with
interest payable at the rate per annum equal to LIBOR for the applicable
interest period, plus 4% payable on a quarterly basis on April 1st, July 1st,
October 1st and January 1st, beginning on the first such date after the date of
issuance of the Debentures. As of the date of this Report, the Company's Board
has not approved the transfer of the debt that would also require the transfer
of additional assets from All American as consideration for the Company to
assume the debt. Should the Company’s Board approve the transfer of the debt,
the Debentures will be convertible into shares of the Company's common stock at
a conversion rate of the lesser of (i) the purchase price paid by the Company
for each share of All American common stock in the acquisition, or (ii) $3.00,
subject to further adjustment as set forth in the agreement.
 
 The loan
is secured by real estate property owned by All American in Pennsylvania and New
Hampshire. Pursuant to the Agreement, these Debentures are in default, as All
American did not complete the merger with the Company prior to the expiration of
the 12-month anniversary of the Agreement. Pursuant to the Additional Investment
Right (the "AIR Agreement") among All American and the Purchasers, the
Purchasers may loan All American up to an additional $5,000,000 of secured
convertible debentures on the same terms and conditions as the initial
$5,000,000 loan, except that the conversion price will be $4.00.
 
 If the
Company’s Board approves the transfer of debt, upon such assumption, the Company
will assume the obligations of All American under the Agreement, the Debentures
and the AIR Agreement through the execution of a Securities Assumption,
Amendment and Issuance Agreement, Registration Rights Agreement, Common Stock
Purchase Warrant Agreement and Variable Rate Secured Convertible Debenture
Agreement, each between the Purchasers and the Company (the "Able Energy
Transaction Documents"). Such documents provide that All American shall cause
the real estate collateral to continue to secure the loan, until the earlier of
full repayment of the loan upon expiration of the Debentures or conversion by
the Purchasers of the Debentures into shares of the Company's common stock at a
conversion rate of the lesser of (i) the purchase price paid by the Company for
each share of All American common stock in the acquisition, or (ii) $3.00 (the
"Conversion Price"), subject to further adjustment as set forth in the Able
Energy Transaction Documents. However, the Conversion Price with respect to the
AIR Agreement shall be $4.00. In addition, the Purchasers shall have the right
to receive five-year warrants to purchase 2,500,000 of the Company's common
stock at an exercise price of $3.75 per share.
 
 In the
event the Company’s Board of Directors does approve the transfer of debt
and  pursuant to the Able Energy Transaction Documents, the Company
shall also have an optional redemption right (which right shall be mandatory
upon the occurrence of an event of default) to repurchase all of the Debentures
for 125% of the face amount of the Debentures plus all accrued and outstanding
interest, as well as a right to repurchase all of the Debentures in the event of
the consummation of a new financing in which the Company sells securities at a
purchase price that is below the Conversion Price. The stockholders of All
American have placed 1,666,667 shares of Able common stock in  escrow
to satisfy the conversion of the $5,000,000 in outstanding Debentures in full
should the Company’s Board approve the transfer of debt.
 
 Notes and Loans to All
American
 The
Company loaned All American $1,730,000, as evidenced by a promissory note dated
July 27, 2005, which had a maturity date of January 15, 2008. As of March 31,
2007, the note is still outstanding and is currently in process of being
extended. Interest income related to this note for the three and nine month
periods ended March 31, 2007 was $40,525 and $123,375, respectively, and accrued
interest receivable as of that date is $193,950. The note and accrued interest
receivable in the amount of $1,923,950 have been classified as contra-equity on
the accompanying condensed consolidated balance sheet as of March 31,
2007.
 
 On May
19, 2006, the Company entered into a letter of interest agreement with Manns
Haggerskjold of North America, Ltd.  ("Manns"), for a bridge loan to
the Company in the amount of $35,000,000 and a possible loan in the amount of
$1.5 million based upon the business combination with All American ("Manns
Agreement"). The terms of the letter of interest provided for the payment of a
commitment fee of $750,000, which was non-refundable to cover the due-diligence
cost incurred by Manns. On June 23, 2006, the Company advanced to Manns $125,000
toward the Manns Agreement due diligence fee. During the period from July 7,
2006 through November 17, 2006, the Company advanced an additional $590,000
toward the Manns Agreement due diligence fee. The amount outstanding relating to
these advances as of March 31, 2007 was $715,000.  As a result of not
obtaining the financing (see below), the entire $715,000 was expensed to
amortization of deferred financing costs in the nine month period ended March
31, 2007.
 
 As a
result of the Company receiving a Formal Order from the SEC on September 22,
2006, the Company and Manns agreed that the commitment to fund being sought
under the Manns Agreement would be issued to All American, since the
stockholders had approved an acquisition of All American by Able and since the
collateral for the financing by Manns would be collateralized by real estate
owned by All American. Accordingly, on September 22, 2006, All American agreed
that in the event Manns funds a credit facility to All American rather than the
Company, upon such funds being received by All American, it will immediately
reimburse the Company for all expenses incurred and all fees paid to Manns in
connection with the proposed credit facility from Manns to the
Company.  On or about February 2, 2007, All American received a term
sheet from UBS Real Estate Investments, Inc. (“UBS”) requested by Manns as
co-lender to All American. All American rejected the UBS offer as not consistent
with the Manns’ commitment of September 14, 2006. All American
  20
 
 subsequently
demanded that Manns refund all fees paid to Manns by Able and All American. In
order to enforce its rights in this regard All
American has retained legal counsel. The Company and All American intend to
pursue their remedies against Manns. All recoveries and fees and costs of the
litigation will be allocated between the Company and All American in proportion
to the amount of the Manns due diligence fees paid.
 
 On July
5, 2006, the Company loaned $905,000 of the Laurus proceeds to All American (See
Note 16).  Interest income on the note for the three months and nine
month periods ended March 31, 2007 was $25,622 and $76,871,
respectively.  The note and accrued interest of $913,826 have been
classified as contra-equity on the Company's condensed consolidated balance
sheet as of March 31, 2007.
 
 In
consideration for the loan, All American has granted the Company an option, (the
“Option") exercisable in the Company's sole discretion, to acquire 80% of the
CCIG stock All American acquired from CCIG pursuant to a Share Exchange
Agreement. In addition, in the event that the Company exercises the Option, 80%
of the outstanding principal amount of the All American note will be cancelled
and shall be deemed fully paid and satisfied. The remaining principal balance of
the All American note and all outstanding and accrued interest on the loan shall
be due and payable one year from the exercise of the Option. The Option must be
exercised in whole and not in part and the Option expires on July 5, 2008. In
the event the Company does not exercise the Option, the All American note shall
be due in two years, on July 6, 2008, unless the Company has issued a
declaration of intent not to exercise the Option, in which case the
All American note shall be due one year from such declaration. The Company
has determined, that given the lack of liquidity in the shares of CCIG and the
lack of information in regard to the financial condition of CCIG, that this
option has no value and has not been recorded by the Company.
 
 On August
14, 2006, the Company loaned All American $600,000. On August 30, 2006, All
American repaid the $600,000 plus interest in the amount of $2,684.
 
 The
Company receives rent from All American for office space occupied by All
American in the Company’s New York City offices.  The Company has
reduced gross rent expense included in sales, general and administrative
expenses in the condensed consolidated statements of operations in the amount of
$26,557 and $80,888, for the three and nine month periods ended March 31, 2007,
respectively.  Of these amounts, $44,667 of rental payments remain
outstanding and were classified as contra-equity on the Company's condensed
consolidated balance sheet as of March 31, 2007.
 
 Notes Receivable–Related
Party
 In
connection with two loans entered into by the Company in May 2005, fees in the
amount of $167,500 were paid to Unison Capital Corporation ("Unison"), a company
controlled by Mr. Nocito, an officer of the Company. This individual also has a
related-party interest in All American. Subsequent to the payments being made
and based on discussions with Unison, it was determined the $167,500 was to be
reimbursed to the Company over a twelve month period beginning in October 2005.
As of March 31, 2007, no payments have been made and this note is still
outstanding. The Company has extended the maturity date of the note to January
15, 2008, which is in the process of being extended, and the note has been
personally guaranteed by Mr. Nocito.  Interest income related to this
note was $2,513 and $7,578 for the three and nine months ended March 31, 2007,
respectively. As of March 31, 2007 accrued interest receivable was $19,274. The
note and accrued interest in the amount of $186,774 have been classified as
contra-equity in the accompanying condensed consolidated balance sheet as of
March 31, 2007.
 
 Note Payable - Related
Party
 On
February 22, 2005, the Company borrowed $500,000 from Able Income Fund, LLC
("Able Income"), which is partially-owned by the Company's former CEO, Timothy
Harrington. The note from Able Income bore interest at the rate of 14% per annum
payable interest only in the amount of $5,833 per month with the principal
balance and any accrued unpaid interest due and payable on May 22, 2005. The
note was secured by a mortgage on property located in Warrensburg Industrial
Park, Warrensburg, New York, owned by Able Energy New York, Inc. Able Income
agreed to surrender the note representing this loan on October 14, 2005 in
exchange for 57,604 shares of Able common stock based on a conversion price
equal to 80% of the average closing price of our common stock during the period
October 3, 2005 to October 14, 2005.  Interest expense related to the
note payable paid to Able Income was zero and $17,500 during the three and nine
month periods ended March 31, 2006, respectively. Note conversion expense
related to this note was zero and $125,000 for the three and nine month periods
ended March 31, 2006, respectively.
 
 Fuel Supply
Contract
 During
December 2006, the Company entered into a Fuel Purchase agreement with All
American. Under the agreement, the Company pre-paid $350,000 to All American in
exchange for fuel purchased pursuant to this agreement to be provided by All
American at a $.05 per gallon discount from the Newark, New Jersey daily spot
market price. All American has satisfied $338,942 of its obligations under this
agreement as of March 31, 2007. The prepaid balance under the agreement at March
31, 2007 was $11,058 and is included as receivable from a related party in the
condensed consolidated balance sheet at March 31, 2007.
 
 Change in Officers
Status
 On
September 28, 2006, Gregory Frost, gave notice to the Board of Directors that he
was taking an indefinite leave of absence as Chief Executive Officer of the
Company and resigned as Chairman of the Board.  Mr. Christopher P.
Westad, the acting Chief Financial
  21
 
 Officer
of the Company, was designated by the Board to serve as acting Chief Executive
Officer. In connection with Mr. Westad's service as acting Chief Executive
Officer, Mr. Westad stepped down, temporarily, as acting Chief Financial
Officer. The Board designated Jeffrey S. Feld, the Company's Controller, as the
acting Chief Financial Officer. Mr. Feld has been with the Company since
September 1999.  Mr. Frost resumed his duties as Chief Executive
Officer effective May 24, 2007.  Mr. Westad remained the President of
the Company and Mr. Feld continued in his role as acting Chief Financial
Officer. The Company had further management changes on September 24, 2007 (See
Note 22).
 
 Note
20 - Product Information
 
 The
Company sells several types of products and provides services. The following are
revenues by product groups and services for the three and nine month periods
ended March 31, 2007 and 2006:
  Three
      Months Ended
                
                
                Nine
      Months EndedMarch
      31,
                
                
                March
      31,2007
                
                
                2006
                
                
                2007
                
                
                2006# 2
      Heating oil
                
                $
                24,556,187
                
                
                $
                19,989,061
                
                
                $
                44,407,499
                
                
                $
                41,219,933Gasoline,
      diesel fuel,kerosene,
      propane and lubricants
                
                
                4,096,614
                
                
                
                5,517,944
                
                
                
                14,891,934
                
                
                
                18,150,057Equipmentsales,
      sevices and installation
                
                
                713,795
                
                
                
                758,360
                
                
                
                2,168,732
                
                
                
                2,483,902Net
      Sales
                
                $
                29,366,596
                
                
                $
                26,265,365
                
                
                $
                61,468,165
                
                
                $
                61,853,892
 
 Note
21 – Purchase of Horsham Franchise
 
 On
December 13, 2006, the Company purchased certain of the assets and assumed
certain liabilities of its Horsham franchise from Able Oil Montgomery, Inc., a
non-related party, for $764,175. Able Oil Montgomery is a full service retail
fuel oil and service company located in Horsham, Pennsylvania, which until this
acquisition, was a franchise operation of the Company and an entity to whom the
Company sold #2 heating oil.
 
 The
purchase price allocation, as shown below, has not been finalized and represents
management’s preliminary estimate.
  Description
                
                AmountHVAC
      parts and tools
                
                $
                28,000Furniture
      and fixtures
                
                
                5,000Vehicles
                
                
                34,000Customer
      list - fuel distribution
                
                
                500,000Customer
      list - HVAC business
                
                
                197,175Total
                
                $
                764,175The
      purchase price was paid as follows:Down
      payment
                
                $
                128,000Note
      to seller
                
                
                345,615Note
      payable to seller
                
                
                269,480Accounts
      receiveable from seller
                
                
                21,080Total
                
                $
                764,175
  The
impact of the purchase of the Horsham Franchise on the condensed consolidated
balance sheet and the results of operations of the Company is immaterial,
therefore no proforma information is included in the footnotes to these
condensed consolidated financial statements.
  22
 
 The
customer lists are included in intangible assets on the condensed consolidated
balance sheet as of December 31, 2006 and are being amortized over a 15 year
period (See Note 9).
 
 The
purchase agreement called for a down payment by the Company of $128,000, a 5
year, 7.0% per annum note in favor of the seller in the amount of $345,615
and the offset of money owed by the seller to the buyer of $290,560. In
addition, the sellers paid to the Company $237,539 of monies collected in
advance by Able Oil Montgomery relating to customer per-purchase
payments.
  In
addition, Able entered into a consulting agreement with Drew Schmidt, owner of
Able Oil Montgomery Inc., to assist Able with the transition
and on-going development of the Horsham business. The term of this agreement was
from December 13, 2006 to April 14, 2007 at a rate of $6,000 per
month.
 
 The
following unaudited proforma income statement represents consolidated results of
operations of the Company had the acquisition of All American Plazas and Able
Oil Montgomery Inc. occurred at the beginning of the earliest period
presented:
  Three
      month period ended:
                
                
                Nine
      month period ended:March
      31, 2007
                
                
                March
      31, 2006
                
                
                March
      31, 2007
                
                
                March
      31, 2006Net
      Revenue
                
                $
                79,499,346
                
                
                $
                68,892,618
                
                
                $
                211,004,797
                
                
                $
                195,217,200Net
      loss
                
                $
                (2,000,505
                )
                
                $
                (2,698,130
                )
                
                $
                (8,744,512
                )
                
                $
                (7,043,750
                )Basic
      and Diluted Earnings (loss) per Share
                
                $
                (0.64
                )
                
                $
                (0.92
                )
                
                $
                (2.79
                )
                
                $
                (2.66
                )
  The above
proforma information does not purport to be indicative of what would have
occurred had the acquisitions been made as of such date or the results which may
occur in the future.
 
 Note
22 - Subsequent Events
 
 Purchase of All
American
 On May
30, 2007, the Company completed its previously announced business combination
between All American Plazas, Inc. (“All American”) and the Company whereby the
Company, in exchange for an aggregate of 11,666,667 shares of the Company’s
restricted common stock, purchased the operating businesses of eleven truck stop
plazas owned and operated by All American. 10 million shares were issued
directly to All American and the remaining 1,666,667 shares were issued in the
name of All American in escrow pending the decision by the Company’s Board of
Directors relating to the assumption of certain All American secured debentures.
The acquisition included all assets comprising the eleven truck plazas other
than the underlying real estate and the buildings
thereon.  Information related to assets acquired and liabilities
assumed has not been finalized as of the date of this filing. Accordingly, the
effect of the acquisition on the liquidity of the Company is not readily
determinable. However, the Company anticipates that the business combination
will result in greater net revenue and reduce overall operational expenses by
consolidating positions and overlapping expenses.  The Company also
expects that the combination will result in the expansion of the Company’s home
heating business by utilizing certain of the truck plazas as additional
distribution points for the sale of the Company’s products. Additionally, the
Company expects that the business combination will lessen the impact on
seasonality on the Company’s cash flow since the combined Company will generate
year-round revenues.
 
 Purchase
Commitments
 The
Company is obligated to purchase #2 heating oil under various contracts with its
suppliers. Subsequent to March 31, 2007, the Company entered into additional
contracts in the amount of $3,299,000, which expire at various dates through
May, 2008. See Note 18 for contracts entered into prior to March 31,
2007.
 
 Change of
Officers
 On
September 24, 2007, the Company’s Board of Directors appointed (i) Richard A.
Mitstifer, the former President of  All American as President of the
Company; (ii) William Roger Roberts, the former Chief Operating Officer of All
American, as the Company’s Chief Operating Officer; (iii) Daniel L. Johnston,
the former Controller of All American, as Chief Financial Officer of the
Company; and (iv) Louis Aponte, the President of All American Industries, Inc.
and all American Realty and Construction Corp., which are affiliates
of  All American specializing in real estate development and
construction, as the Company’s Vice-President of Special Projects. The Board
also promoted Frank Nocito, the Company’s Vice-President of Business
Development, to Executive Vice-President and expanded his duties to include
heading the Company’s expansion into alternative and clean energy fuels and
products. Mr. Nocito is the controlling person of the Cheldnick Family Trust,
the largest shareholder of the Company. Messrs. Mitstifer, Roberts and Aponte
were officers of All American in June 2005 when the Company entered into an
asset purchase agreement with All American, pursuant to which the Company agreed
to acquire substantially all of All American’s assets and assume all liabilities
of All American other than mortgage debt liabilities. They were also officers of
All American at the time the transaction closed in May 2007. Effective September
24, 2007, Christopher P. Westad stepped down as President of the Company and
Jeffrey Feld stepped down as Acting Chief Financial Officer of the Company. The
Board subsequently appointed Mr. Westad as the President of the Company’s home
heating oil subsidiaries, namely Able Oil, Inc., Able Energy New York, Inc. and
Able Oil Melbourne, Inc.
  23
 
 Credit Card Receivable
Financing
 On July
18, 2007, August 3, 2007, November 9, 2007, December 28, 2007, January 18, 2008,
February 4, 2008 and February 14, 2008, the Company, in accordance with its
agreement with Credit Cash, refinanced the loan in the amounts of $250,000,
$300,000, $1,100,000, $250,000, $500,000, $250,000 and $500,000, respectively.
The outstanding Credit Cash loan as of March 6, 2008 was $699,000.
 
 Prior to
the business combination between the Company and All American (now known as All
American Properties, Inc.), All American entered into a loan agreement with
Credit Cash, which was an advance against credit card receivables at the truck
stop plazas then operated by All American.  As a result of the
business combination, this obligation was assumed by the Company’s newly formed,
wholly-owned subsidiary, All American Plazas, Inc. (“Plazas”) as it became the
operator of the truck stop plazas. Credit Cash, while acknowledging the business
combination, has continued to obligate both All American and Plazas in their
loan documents as obligors of the loan.
 
 On July
16, 2007, Credit Cash agreed to extend further credit of $400,000 secured by the
credit card receivables at the truck stops operated by Plazas.  This
July 16, 2007 extension of credit agreement was in addition to and supplemented
all previous agreements with Credit Cash. Terms of the original loan and
extensions called for repayment of $1,010,933 plus accrued interest which will
be repaid through Credit Cash withholding 15% of credit card collections from
the operations of the truck stop plazas until the loan balance is paid in full.
The interest rate is prime plus 3.75% (12% at March 31, 2007). There are certain
provisions in the agreement, which allows the Lender to increase the
withholding, if the amount it is withholding is not sufficient to satisfy the
loan in a timely manner. The outstanding balance of the loan as of October 31,
2007 was $321,433 plus accrued interest. However, on November 2, 2007 and again
on January 18, 2008, Credit Cash again agreed to extend an additional credit in
the amount of $1,100,000 and $600,000, respectively. Terms of the agreement are
the same as the prior July 16, 2007 financing.
 
 Accounts Receivable
Financing
 On
January 8, 2007, All American entered into an Account Purchase Agreement with
Crown Financial (“Crown”) whereby Crown advanced $1,275,000 to All American in
exchange for certain existing accounts receivables and taking ownership of new
accounts originated by All American.
 
 Repayment
of the loan is to be made from the direct payments to Crown from the accounts it
purchased from All American and a fee equal to 2.5% of the outstanding advance
for the preceding period payable on the 15th and
30th
day of each month.
 
 The Crown
loan is secured by the mortgages on the real property and improvements thereon
owned by All American known as the Strattanville and Frystown Gables truck stop
plazas and a personal guarantee by Frank Nocito.
 
 Subsequent
to the May 2007 closing of the business combination between the Company and All
American, on July 1, 2007 the Account Purchase Agreement between All American
and Crown Financial has been amended and modified from “Eligible Accounts having
a 60 day aging” to a “90 day aging that are not reasonably deemed to be doubtful
for collections” and the fee of 2.5% payable on the 15th and
30th
day of each month has been modified to 1.375%. The Company has assumed this
obligation based on the business combination; however, All American has agreed
to continue to secure this financing with the aforementioned real estate
mortgages.
 
 Related Party
Transactions
 On
December 10, 2007, All American concluded a refinancing allowing them to repay
$910,000 on their note to the Company (See Note 19 on related party
note).
 
 Fuel
Financing
 On
October 17, 2007, the Company entered into a loan agreement with S&S NY
Holdings, Inc. for $500,000 to purchase #2 heating fuel. The term of the
agreement is for 90 days with an option to refinance at the end of the 90 day
period for an additional 90 days. The repayment of the principal amount will be
$.10 cents per gallon of fuel sold to the Company’s customers excluding
pre-purchase gallons. An additional $.075 per gallon will be paid as interest.
The agreement also provides that in each 30 day period the interest amount can
be no less than $37,500.00.  As of January 17, 2008 the Company had
repaid $100,000 and exercised its right to refinance the amount until March 31,
2008. The Company is currently in the process of renegotiating the terms of this
agreement.
 
 On
December 20, 2007, the Company entered in to a second loan agreement with
S&S NY Holdings, Inc for $500,000 to purchase #2 heating
fuel.  The term of the agreement is thru March 31,
2008.  The repayment of principle is not due until the maturity
date.  An additional $.075 per gallon will be paid as interest. The
agreement also provides that in each 30 day period the interest amount can be no
less than $37,500. The Company is currently in the process of renegotiating the
terms of this agreement.
 
 On
October 5, 2007, All American reclassified all outstanding trade payables with
TransMontaigne, a supplier of fuel to a note payable in the amount of $15.0
million.  Interest at the rate of 8% is being accrued on all past due
amounts as of October 5, 2007.  In addition, an amount of
$1,550,000.00 was added to the note to begin a prepaid purchase program whereby
All American will prepay for its fuel prior to delivery.  Repayment of
this note is to commence on or about March 15, 2008 with a 25 year amortization
schedule with a maturity of November 15, 2009. If a threshold payment is made on
or before March 15, 2008 and before August 15, 2008 (after initial 25
year
  24
 
 amortization
begins) in the amount of $3.0 million then a new 25 year amortization schedule
will commence effective July 31, 2009 and mature on March 31,
2011.  Collateral on this note are certain properties owned by All
American. The Company is currently in the process of renegotiating the terms of
this agreement.
 
 On
February 22, 2008, the Company increased an existing credit line by executing a
Fuel Purchase Loan (“FPL”) agreement with Entrepreneur Growth Capital
(“EGC”).  The increase, in the amount of $0.5 million, is a further
extension of credit under an existing May 13, 2005 agreement between the Company
and EGC (the “Loan Agreement”) (See Note 13).  In addition to the
general terms of the Loan
Agreement, under the repayment terms of the FPL, EGC will reduce the loan amount
outstanding by applying specific amounts from the Company’s availability under
the Loan Agreement.  These amounts start at $2,500 per business day,
commencing March 1, 2008, gradually increasing to $10,000 per business day on
June 1, 2008 and thereafter until the FPL is paid in full.  In further
consideration for making the FPL, commencing February 22, 2008, EGC shall be
entitled to receive a revenue share of four cents ($0.04) per gallon of fuel
purchased with the FPL funds, subject to a $5,000 per week minimum during the
first seven weeks of the program.
 
 Litigation
 On June
26, 2007, the Company and its affiliate, All American (together with the Company
the “Claimants”), filed a Demand for Arbitration and Statement of Claim in the
Denver, Colorado office of the American Arbitration Association against Manns
Haggerskjold of North America, Ltd. (“Manns”), Scott Smith and Shannon Coe
(collectively the “Respondents”), Arbitration Case No. 77 148 Y 00236 07 MAV.
The Statement of Claim filed seeks to recover fees of $1.2 million paid to Manns
to obtain financing for the Company and All American. The Claimants commenced
the Arbitration proceeding based upon the Respondents breach of the September
14, 2006 Commitment letter from Manns to All American that required Manns to
loan All American $150 million. The Statement of Claim sets forth claims for
breach of contract, fraud and misrepresentation and lender liability. On July
23, 2007, Respondents filed their answer to the
Statement of Claim substantially denying the allegations asserted therein and
interposing counterclaims setting forth claims against the Company for breach of
the Non-Circumvention Clause, breach of the Exclusivity Clause and unpaid
expenses. Respondents also assert counterclaims for fraudulent misrepresentation
and unjust enrichment. On Respondents’ counterclaim for breach of the
Non-Circumvention Clause, Respondents claim damages of $6,402,500. On their
counterclaim for breach of the Exclusivity Clause, Respondents claim damages of
$3,693,750, plus an unspecified amount related to fees on loans exceeding
$2,000,000 closed by All American or the Company over the next five years.
Respondents do not specify damages relative to their other
counterclaims.
 
 On August
7, 2007, the Claimants filed their reply to counterclaims denying all of
Respondents material allegations therein. Respondents’ counterclaims were based
on the false statement that the Claimants had, in fact, received the financing
agreed to be provided by Manns from a third party.
 
 The
parties have selected an Arbitrator and are presently engaged in discovery,
which will be followed by the taking of a limited number of depositions. The
hearing of the parties’ claims is scheduled to commence before the Arbitrator on
April 7, 2008.
 
 On
October 10, 2007, the Company entered into a Stipulation settling the action it
had commenced against Mark Roy Anderson, Camden Holdings, Inc., Summit Oil and
Gas, Inc., Summit Ventures, Inc., Harvest Worldwide, LLC and Harvest Worldwide,
Inc. in the Superior Court of California for the County of Los Angeles, Case No.
BC363149, as well as the counterclaims asserted therein by Summit Ventures, Inc.
and Mark Anderson against the Company and certain of its present and former
directors and officers, Gregory Frost, Tim Harrington, Christopher Westad,
Timothy Harrington and Frank Nocito. The Stipulation provides that in
consideration of the parties discontinuing with prejudice all their claims
against each other, Summit Ventures, Inc. will return its stock certificate
evidencing its ownership of 142,857 shares of the Company’s common stock and
upon such return it will be issued a new certificate for such shares free of any
restrictive legend. Upon execution of the Stipulation of Settlement the parties
exchanged general releases of all claims they had or may have had against each
other to the date of the releases.
 
 On
October 1, 2007, the Company and its Chief Executive Officer (“CEO”) filed an
action in New York state court against Marcum & Kliegman, LLP (the Company’s
former auditors) and several of its partners for numerous claims, including
breach of contract, gross negligence and defamation.  The Company and
its CEO are seeking compensatory damages in the amount of at least $1 million
and punitive damages of at least $20 million. The claims asserted by the Company
and its CEO arise out of Marcum & Kliegman’s conduct with respect to the
preparation and filing of the Company’s SEC Reports.  On November 26,
2007, Marcum & Kliegman and its partners filed a motion to dismiss the
complaint on the ground that it fails to state a claim for relief as a matter of
law.  As of the date of this Report, the court has not ruled on this
motion to dismiss.
 
 On
January 7, 2008, the Company, its Chief Executive Officer, Gregory D. Frost, and
its Vice-President of Business Development, Frank Nocito, were served with a
summons and complaint in a purported class action complaint filed in the United
States District Court, District of New Jersey. This action, which seeks class
certification, was brought by shareholders of CCI Group, Inc. (“CCIG”). The
complaint relates to a Share Exchange Agreement (the “Share Exchange
Agreement”), dated July 7, 2006, between All American Properties (f/k/a All
American Plazas, Inc.) (“All American”) with CCIG, pursuant to which seventy
percent (70%) of the outstanding and issued shares of CCIG were exchanged into
618,557 shares of the Company which were owned by All American of which 250,378
shares were to be distributed to the shareholders of CCIG and the balance of the
shares were to be used to pay debts
of  CCIG.  Neither
  25
 
 the
Company nor Messrs. Frost or Nocito were parties to the Share Exchange
Agreement. All American remains the largest shareholder of the Company. The
Share Exchange Agreement was previously disclosed by the Company in its Current
Report on Form 8-K filed with the SEC on July 7, 2006 as part of a disclosure of
a loan by the Company to All American.
 
 Each of
the Company and Messrs. Frost and Nocito believes it/he has defenses against the
alleged claims and intends to vigorously defend itself/himself against this
action and have filed a motion to dismiss the compliant.  As of the
date of this Report, the time within which the plaintiffs may respond to the
motion has not expired.
 
 Consulting
Agreement
 On August
27, 2007 the Company entered into a service agreement with Axis Consulting
Services, LLC. The agreement calls for Axis Consulting to develop a marketing
plan (phase 1) and manage (phase 2) “The Energy Store” (an e-commerce retail
sales portal for energy products and services). During phase 1, the terms are
$2,750 per month and once phase 2 commences an amount of $5,600 per month. This
agreement ends on December 31, 2008.  Axis Consulting’s President (Joe
Nocito) has a direct relationship as the son of the Company’s Executive
Vice-President Frank Nocito.
 
 SEC Formal Order of Private
Investigation
 On August
31, 2007, the Company was served with a second subpoena duces tecum (the “Second
Subpoena”) from the Securities and Exchange Commission (“SEC”) pursuant to the
Formal Order of Investigation issued by the SEC on September 7, 2006 (See note
18). The Company continues to gather, review and produce documents to the SEC
and is cooperating fully with the SEC in complying with the Second Subpoena. As
of the date of this Report, the Company has produced documents in response to
the Second Subpoena and the Company expects to produce additional documents in
response to the Second Subpoena as soon as practicable. As of the date of this
Report, the Company is not aware of any information that has been discovered
pursuant to the Formal Order of Investigation which would indicate that the
Company or any of its officers and directors was guilty of any
wrongdoing.
 
 Changes in Registrant's
Certifying Accountant
 On August
13, 2007, the Company dismissed Marcum & Kliegman, LLP as its independent
registered public accounting firm. The report of Marcum & Kliegman, LLP on
the Company's financial statements for the fiscal year ended June 30, 2006 (“FY
2006”) was modified as to uncertainty regarding (1) the Company’s ability to
continue as a going concern as a result of, among other factors, a working
capital deficiency as of June 30, 2006 and possible failure to meet its short
and long-term liquidity needs, and (2) the impact on the Company’s financial
statements as a result of a pending investigation by the SEC of possible federal
securities law violations with respect to the offer, purchase and sale of the
Company’s securities and the Company’s disclosures or failures to disclose
material information.
 
 The
Company’s Audit Committee unanimously recommended and approved the decision to
change independent registered public accounting firms.
 
 In
connection with the audit of the Company’s financial statements for FY 2006, and
through August 13, 2007, there have been no disagreements with Marcum &
Kliegman, LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Marcum & Kliegman, LLP would have caused it
to make reference to the subject matter of such disagreements in connection with
its audit report. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K. On August 24, 2007, Marcum & Kliegman,
LLP sent a responsive letter to the Current Report on
Form 8-K dated August 13, 2007, filed by the Company, which discussed the
Company’s termination of Marcum and Kliegman, LLP as its auditors. This
responsive letter claimed that there were two reportable events.  The
Company filed an amended Form 8-K Report acknowledging one reportable event that
Marcum and Kliegman, LLP had advised the Company of material weaknesses in the
Company’s internal controls over financial reporting. The Company added
disclosure in the Amended 8-K to reflect this reportable event. This reportable
event occurred in conjunction with Marcum & Kliegman’s audit of the
consolidated financial statements for the year ended June 30, 2006 and not, as
stated in the Auditor’s Letter, in conjunction with Marcum & Kliegman’s
“subsequent reviews of the Company’s condensed consolidated financial statements
for the quarterly periods ended September 30, 2006 and December 31, 2006.” In
June 2007, when Marcum & Kliegman began its review of the Company quarterly
financial statements for the periods ended September 30, 2006 and December 31,
2006, the Company had already disclosed the material weakness in its internal
controls over financial reporting in the Company’s annual Report on Form 10-K
for the year ended June 30, 2006 (filed on April 12, 2007). Further, no such
advice of these material weaknesses over internal controls was discussed, in
writing or orally, with the Company by representatives of Marcum & Kliegman
during the review of such quarterly financial statements.
 
 The
Company engaged Lazar Levine & Felix, LLP (“LLF”) as its new independent
registered public accounting firm as of September 21, 2007. Prior to its
engagement, LLF had been and continues to act as independent auditors for All
American, an affiliate and the largest stockholder of the Company.
 
 Sale of Able Melbourne
Assets
 On
February 8, 2008, Able Oil Melbourne, Inc. (“Able Melbourne”), a wholly owned
subsidiary of the Company, executed an Asset Purchase Agreement (“APA”) with
Able Oil of Brevard, Inc. (“Able Brevard”), a Florida corporation, owned by a
former employee of Able Melbourne.  For consideration in the amount of
$375,000, the APA provided for the sale to Able Brevard of all of the tangible
and intangible assets (excluding corporate books and records), liabilities and
lease obligations of Able Melbourne, as is, on the closing date.
  26
 
 The
Company is in the process of assembling the information required to determine
the reportable impact, if any, of the sale of the Able Melbourne assets on the
results of operations of the Company.  Therefore, no supplemental
proforma information is included in the footnotes to these condensed
consolidated financial statements.
 
 ITEM 2. MANAGEMENT'S DISCUSSIONANDANALYSIS OF FINANCIAL CONDITIONANDRESULTS OF
OPERATIONS..
 
 Management's
Discussion and Analysis of Financial Condition and Results of Operation contains
forward-looking statements, which are based
upon current expectations and involve a number of risks and uncertainties. In
order for us to utilize the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, investors are hereby cautioned that
these statements may be affected by the important factors, among others, set
forth below, and consequently, actual operations and results may differ
materially from those expressed in these forward-looking statements. The
important factors include:
 
 §
              Commodity
      Supply§
              Commodity
      Pricing§
              Customers
      Converting to Natural Gas§
              Alternative
      Energy Sources§
              Winter
      Temperature Variations (Degree Days)§
              Customers
      Moving Out of The Area§
              Legislative
      Changes§
              The
      Availability (Or Lack of) Acquisition Candidates§
              The
      Success of Our Risk Management Activities§
              The
      Effects of Competition§
              Changes
      in Environmental Law§
              General
      Economic, Market, or Business
Conditions
 
 We
undertake no obligation to update or revise any such forward-looking
statements.
 
 OVERVIEW
 
 Able
Energy, Inc. ("Able" or the “Company”) was incorporated in Delaware in
1997.  Able Oil, a wholly-owned subsidiary of Able, was established in
1989 and sells both residential and commercial heating oil and complete HVAC
service to its heating oil customers. Able Energy NY, a wholly-owned
subsidiary of Able, sells residential and commercial heating oil, propane,
diesel fuel, and kerosene to customers around the Warrensburg, NY area. Able
Melbourne, a wholly-owned subsidiary of Able, was established in 1996 and sells
various grades of diesel fuel around the Cape Canaveral, FL area.
PriceEnergy.com, Inc., a majority owned subsidiary of Able, was established in
1999 and has developed an internet platform that has extended the Company's
ability to sell and deliver liquid fuels and related energy
products.
 
 CRITICAL
ACCOUNTING POLICIES
 
 We
consider the following policies to be the most critical in understanding the
judgments involved in preparing the condensed consolidated financial statements
and the uncertainties that could impact the Company’s results of operations,
financial condition and cash flows.
 
 REVENUE
RECOGNITION, UNEARNED REVENUE AND CUSTOMER PRE-PURCHASE PAYMENTS
 
 Sales of
fuel and heating equipment are recognized at the time of delivery to the
customer, and sales of equipment are recognized at the time of installation.
Revenue from repairs and maintenance service is recognized upon completion of
the service. Payments received
  27
 
 from
customers for heating equipment service contracts are deferred and amortized
into income over the term of the respective service contracts, on a
straight-line basis, which generally do not exceed one year. Payments received
from customers for the pre-purchase of fuel is recorded as a current liability
until the fuel is delivered to the customer, at which time it is recognized as
revenue by the Company.
 
 DEPRECIATION,
AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS
 
 We
calculate our depreciation and amortization based on estimated useful lives and
salvage values of our assets. When assets are put into service, we make
estimates with respect to useful lives that we believe are reasonable. However,
subsequent events could cause us to change our estimates, thus impacting the
future calculation of depreciation and amortization.
 
 Additionally,
we assess our long-lived assets for possible impairment whenever events or
changes in circumstances indicate that the carrying value of the assets may not
be recoverable. Such indicators include changes in our business plans, a change
in the extent or manner in which a long-lived asset is being used or in its
physical condition or a current expectation that, more likely than not, a
long-lived asset that will be sold or otherwise disposed of significantly before
the end of its previously estimated useful life. If the carrying value of an
asset exceeds the future undiscounted cash flows expected from the asset, an
impairment charge would be recorded for the excess of the carrying value of the
asset over its fair value. Determination as to whether and how much an asset is
impaired would necessarily involve numerous management estimates. Any impairment
reviews and calculations would be based on assumptions that are consistent
with our business plans and long-term investment decisions.
 
 ALLOWANCE
FOR DOUBTFUL ACCOUNTS
 
 We
routinely review our receivable balances to identify past due amounts and
analyze the reasons such amounts have not been collected. In many instances,
such uncollected amounts involve billing delays and discrepancies or disputes as
to the appropriate price or volumes of oil delivered, received or exchanged. We
also attempt to monitor changes in the creditworthiness of our customers as a
result of developments related to each customer, the industry as a whole and the
general economy. Based on these analyses, we have established an allowance for
doubtful accounts that we consider to be adequate, however, there is no
assurance that actual amounts will not vary significantly from estimated
amounts.
 
 INCOME
TAXES
 
 As part
of the process of preparing consolidated financial statements, the Company is
required to estimate income taxes in each of the jurisdictions in which it
operates. Significant judgment is required in determining the income tax expense
provision. The Company recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company
assesses the likelihood of our deferred tax assets being recovered from future
taxable income. The Company then provides a valuation allowance for deferred tax
assets when the Company does not consider realization of such assets to be
more likely than not. The Company considers future taxable income and ongoing
prudent and feasible tax planning strategies in assessing the valuation
allowance. Any decrease in the valuation allowance could have a material impact
on net income in the year in which such determination is made.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In June
2005, the Financial Accounting Standards Board (FASB) published Statement of
Financial Accounting Standards No. 154, “Accounting Changes and Error
Corrections” (“SFAS 154”). SFAS 154 establishes new standards on accounting for
changes in accounting principles. Pursuant to the new rules, all such changes
must be accounted for by retrospective application to the financial statements
of prior periods unless it is impracticable to do so. SFAS 154 completely
replaces Accounting Principles Bulletin No. 20 and SFAS 3, though it carries
forward the guidance in those pronouncements with respect to accounting for
changes in estimates, changes in the reporting entity, and the correction of
errors. The requirements in SFAS 154 are effective for accounting changes made
in fiscal years beginning after December 15, 2005. The Company will apply these
requirements to any accounting changes after the implementation date. The
application of this pronouncement did not have an impact on the Company's
consolidated financial position, results of operations or cash
flows.
 
 EITF
Issue No. 05-4 “The Effect of a Liquidated Damages Clause on a Freestanding
Financial Instrument Subject to EITF Issue No. 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock” (“EITF No. 05-4”) addresses financial instruments, such as stock purchase
warrants, which are accounted for under EITF 00-19 that may be issued at the
same time and in contemplation of a registration rights agreement that includes
a liquidated damages clause. The consensus of EITF No. 05-4 has not been
finalized. In July and August 2006, the Company entered into two private
placement agreements for convertible debentures and a note payable, a
registration rights agreement and issued warrants in connection with the private
placement (See Note 16 to the condensed consolidated financial statements).
Based on the interpretive guidance in EITF Issue No. 05-4, view C, since
the registration rights agreement includes provisions for uncapped liquidated
damages, the Company determined that the registration rights is a derivative
liability. The Company has measured this liability in accordance with SFAS
No. 5.
 
 In
February 2006, the FASB issued SFAS No. 155 – “Accounting for Certain Hybrid
Financial Instruments”, which eliminates the
  28
 
 exemption
from applying SFAS 133 to interests in securitized financial assets so that
similar instruments are accounted for similarly regardless of the form of the
instruments. SFAS 155 also allows the election of fair value measurement at
acquisition, at issuance, or when a previously recognized financial instrument
is subject to a remeasurement event. Adoption is effective for all financial instruments
acquired or issued after the beginning of the first fiscal year that begins
after September 15, 2006. Early adoption is permitted. The adoption of SFAS 155
is not expected to have a material effect on the Company's consolidated
financial position, results of operations or cash flows.
 
 In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets”, which amended SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities”, with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  SFAS 156 permits an entity to choose either the
amortization method or the fair value measurement method for each class of
separately recognized servicing assets or servicing liabilities.  The
application of this statement is not expected to have an impact on the Company’s
consolidated financial statements.
 
 In July
2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), which
clarifies the accounting for uncertainty in tax positions. This interpretation
requires that the Company recognize in its consolidated financial statements,
the impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective as of July 1, 2007, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings. The Company is currently evaluating the impact of
adopting FIN 48 on its consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No.157, "Fair Value Measurements", which
defines fair value, establishes a framework for measuring fair value in United
States generally accepted accounting principles and expands disclosures about
fair value measurements. Adoption is required for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Early adoption
of SFAS 157 is encouraged. The Company is currently evaluating the impact of
SFAS 157 and the Company will adopt SFAS 157 in the fiscal year beginning July
1, 2008.
 
 In
September 2006, the staff of the Securities and Exchange Commission (“SEC”)
issued Staff Accounting Bulletin ("SAB") No. 108, which provides interpretive
guidance on how the effects of the carryover or reversal of prior year
misstatements should be considered in quantifying a current year misstatement.
SAB 108 became effective in fiscal 2007. Adoption of SAB 108 did not have a
material impact on the Company's condensed consolidated financial position,
results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 158, “Employers Accounting for Defined
Pension and Other Postretirement Plans-an amendment of FASB No.’s 87, 88, 106
and 132(R).”  SFAS 158 requires an employer and sponsors of one or
more single employer defined plans to recognize the funded status of a benefit
plan; recognize as a component of other comprehensive income, net of tax, the
gain or losses and prior service costs or credits that may arise during the
period; measure defined benefit plan assets and obligations as of the
employer’s fiscal year; and, enhance footnote disclosure.  For fiscal
years ending after December 15, 2006, employers with equity securities that
trade on a public market are required to initially recognize the funded status
of a defined benefit postretirement plan and to provide the enhanced footnote
disclosures.  For fiscal years ending after December 15, 2008,
employers are required to measure plan assets and benefit
obligations.  Management of the Company is currently evaluating the
impact of adopting this pronouncement on the consolidated financial
statements.
 
 In
December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
"Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement should be
separately recognized and measured in accordance with SFAS No. 5, "Accounting
for Contingencies." Adoption of FSP EITF 00-19-02 is required for fiscal years
beginning after December 15, 2006, and is not expected to have a material impact
on the Company's condensed consolidated financial position, results of
operations or cash flows.
 
 In
February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115", which permits entities to choose to measure many financial instruments and
certain other items at fair value. The fair value option established by this
Statement permits all entities to choose to measure eligible items at fair value
at specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. Adoption is required for fiscal years beginning
after November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the entity also
elects to apply the provisions of SFAS Statement No. 157, Fair Value
Measurements. The Company is currently evaluating the expected effect of SFAS
159 on its condensed consolidated financial statements and is currently not yet
in a position to determine such effects.
 
 In
December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in
Consolidated Financial Statements–an amendment of ARB no. 51.”  SFAS
160 establishes accounting and reporting standards pertaining to ownership
interests in subsidiaries held by parties other than the parent, the amount of
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest and the valuation of any retained
noncontrolling equity investment when a subsidiary is
deconsolidated.  This
  29
 
 statement
also establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners.  SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008.  The Company is in the process of evaluating the
effect that the adoption of SFAS 160 will have on its consolidated results of
operations, financial position and cash flows.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (SFAS 141R).  SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.  SFAS 141R is effective for financial statements issued
for fiscal years beginning after December 15, 2008.   The
Company is currently evaluating the potential impact of adoption of SFAS 141R on
its consolidated financial statements.
 
 In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and
Hedging Activities”.  The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early adoption
encouraged.  The Company is currently evaluating the impact of
adopting SFAS No. 161 on its consolidated financial statements.
 
 RESULTS
OF OPERATIONS
 
 Three
Month Period Ended March 31, 2007 Compared To Three Month Period Ended March 31,
2006
 
 Net sales
for the three month period ended March 31, 2007 increased by $3.1 million
or 11.8% to $29.4 million compared to $26.3 million in 2006.  This
increase was primarily attributed to a $4.6 million increase in #2 Heating
Oil sold due to the unusual cold weather in the 2007 period.  The
increase was partially offset by a $1.4 million decrease in commercial fuel
sales reflecting the loss of some of our commercial fuel customers during the
2007 period.  While we have initiated efforts to recover and or
replace the lost commercial fuel customers and their former net sales, there is
no assurance that we will be successful in our efforts.  The loss
of the above noted commercial fuel customers did not have an impact on the
Company’s valuation of our intangible asset, customer
lists.
 
 Gross
profit was up 32.1% or $0.9 million to $3.7 million for the three month period
ended March 31, 2007 compared to $2.8 million
last year.  The increase was primarily due to the above
noted increase in volume and margin related to #2 Heating Oil sales,
resulting in an associated increase in gross profit as a percentage of net
sales from 10.6% in the 2006 period to 12.5% in the 2007 period.
 
 Selling,
general and administrative expense for the three month period
ended March 31, 2007 was $2.4 million compared to $2.7 million last
year, a decrease of $0.3 million or 11.1%, which included a decrease in
professional fees of $0.2 million.
 
 Income
(loss) from operations rose $1.1 million for the three month period ended March
31, 2007 to $1.0 million compared to an operating loss of $(0.1)
million last year. The increase for the current period was primarily
related to the above noted performance in sales of #2 Heating
Oil.
 
 Total
other expenses dropped $0.7 million to a net expense of $0.5 million in the
three month period ended March 31, 2007 from $1.2 million of expense last year.
The drop in net expenses is primarily related to a $0.7 million decrease in
financing costs related to the prior year amortization of debt discounts on
convertible debentures and notes payable.
 
 As a
result of the above noted net favorable performance, net income rose $1.9
million for the three month period ended March 31, 2007 to $0.6 million
versus a net loss of $(1.3) million last year.
 
 Nine
Month Period Ended March 31, 2007 Compared To Nine Month Period Ended March 31,
2006
 
 Net sales
for the nine month period ended March 31, 2007 remained almost flat,
decreasing $0.4 million, or 0.6%, versus last year. Underlying the
relatively flat performance was a $3.2 million, or 7.8%, increase in #2 Heating
Oil sales, offset by a $3.3 million, or 18.1%, decrease in commercial fuel sales
reflecting the loss of some of our commercial fuel customers during the 2007
period. While we have initiated efforts to recover and or replace the lost
commercial fuel customers and their former net sales, there is no assurance that
we will be successful in our efforts.
 
 Gross
profit increased $0.3 million and gross profit margin for the nine month period
ended March 31, 2007 increased to 10.7% from 10.2% last year. The increase in
gross profit margin was the result of improved fuel pricing, partially offset by
a loss on future contracts, included in cost of sales, of $0.9
million.
 
 Selling,
general and administrative expense for the nine month period ended March 31,
2007 increased by $0.3 million, or 5.1%, compared to last year. We attribute
this increase to an increase in professional fees of $0.4 million.
 
 Depreciation
and amortization expense for the nine month period ended March 31, 2007
decreased by $0.1 million, or 16.7%, compared
  30
 
 to last
year. This decrease was primarily related to a decrease in depreciation of
machinery and equipment and decrease in depreciation and amortization of website
development cost and computer hardware and software.
 
 Total
other expenses decreased to a net expense of $2.0 million in the nine month
period ended March 31, 2007 from $3.4 million last year. The change was
primarily related to a $1.7 million decrease in financing costs related to the
prior year amortization of debt discounts on convertible debenture and notes
payable partially offset by an increase in registration rights penalty of
$457,000.
 
 As a
result of the above noted performance for the nine month period ended March
31, 2007, net income (loss) improved $1.3 million, or 29.2%, to a loss of $(3.3)
million compared to $(4.6) million last year.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 While we
had net income of $0.6 million for the three month period ended March 31, 2007,
we incurred a net loss of $3.3 million and used cash in operations of $2.0
million for the nine month period ended March 31, 2007. Our principal sources of
working capital have been the proceeds from public and private placements of
securities, primarily consisting of convertible debentures and notes payable.
During the three month period ended March 31, 2007, the Company secured $1.2
million from the proceeds of a note payable. During the nine month period ended
March 31, 2007, the Company secured $4.2 million from the proceeds of
convertible debentures and notes payable and $0.1 million in proceeds from
option exercises. Other than for the day–to-day operations of the Company,
$1.9 million, net, was expended for advances to related parties and repayment of
loans during the nine month period ended March 31, 2007.
 
 We had a
working capital deficiency of $1.9 million at March 31, 2007 compared to a
working capital deficiency of $0.4 million at June 30, 2006. The working
capital decrease of $1.5 million was primarily due to an increase in the current
liability for notes payable and convertible debentures financings, of which $1.5
million was advanced to All American which is recorded as contra-equity in these
condensed consolidated financial statements.
 
 These
factors raise substantial doubt about the Company's ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments relating to the recoverability of the recorded assets or the
classification of the liabilities that may be necessary should the Company be
unable to continue as a going concern.  The Company will need some
combination of the collection of notes receivable, new financing, restructuring
of existing financing, improved receivable collections and/or improved operating
results in order to maintain adequate liquidity.
 
 The
Company is pursuing other lines of business, which include expansion of its
current commercial business into other products and services such as bio-diesel,
solar energy and other energy related home services. The Company is also
evaluating all of its business segments for cost reductions, consolidation of
facilities and efficiency improvements. There can be no assurance that we
will be successful in our efforts to enhance our liquidity
situation.
 
 As of
February 29, 2008, the Company had a cash balance of $1.7 million, $1.2 million
of available borrowings through its credit line facility and $0.6 million in
obligations for funds received in advance under the pre-purchase fuel program.
In order to meet our liquidity requirements, the Company is negotiating a second
mortgage on our oil terminal located on Route 46 in Rockaway, New Jersey,
through which the Company believes it may borrow an additional
funds.
 
 On March
20, 2007, the Company entered into a credit card receivable advance agreement
with Credit Cash, LLC ("Credit Cash") whereby Credit Cash agreed to loan the
Company $1.2 million. The loan is secured by the Company's existing and future
credit card collections. Terms of the loan call for a repayment of $1,284,000,
which includes a one-time finance charge of $84,000, over a seven-month period.
This will be accomplished through Credit Cash withholding 18% of Credit
Card collections of Able Oil Company and 10% of Credit Card collections of
PriceEnergy.com, Inc. over the seven-month period which began on March 21, 2007.
There are certain provisions in the agreement which allows Credit Cash to
increase the withholding, if the amount withheld by Credit Cash over the
seven-month period is not sufficient to satisfy the required repayment of
$1,284,000.  Please refer to Part I, Item 1. Financial Information,
Note – 22 “Subsequent Events-Credit Card Receivable Financing” for disclosure of
additional transactions with Credit Cash, subsequent to March 31, 2007, that
helped to improve the Company’s liquidity.
 
 On May
30, 2007, the Company completed its previously announced business combination
between All American Plazas, Inc. (“All American”) and the Company whereby the
Company, in exchange for an aggregate of 11,666,667 shares of the Company’s
restricted common stock, purchased the operating businesses of eleven truck stop
plazas owned and operated by All American. 10 million shares were issued
directly to All American and the remaining 1,666,667 shares were issued in the
name of All American in escrow pending the decision by the Company’s Board of
Directors relating to the assumption of certain All American secured debentures.
The acquisition included all assets comprising the eleven truck plazas other
than the underlying real estate and the buildings
thereon.  Information related to assets acquired and liabilities
assumed has not been finalized as of the date of this filing. Accordingly, the
effect of the acquisition on the liquidity of the Company is not readily
determinable. However, the Company anticipates that the business combination
will result in greater net revenue and reduce overall operational expenses by
consolidating positions and overlapping expenses.  The Company also
expects that the combination will result in the expansion of the Company’s home
heating business by utilizing certain of the truck plazas
  31
 
 as
additional distribution points for the sale of the Company’s products.
Additionally, the Company expects that the business combination will lessen the
impact on seasonality on the Company’s cash flow since the combined Company will
generate year-round revenues.
 
 In order
to conserve its capital resources as well as to provide an incentive for the
Company’s employees and other service vendors, the Company will continue to
issue, from time to time, common stock and stock options to compensate employees
and non-employees for services rendered. The Company is also focusing on
its home heating-oil business by expanding distribution programs and developing
new customer relationships to increase demand for its products. In addition, the
Company is pursuing other lines of business, which include expansion of its
current commercial business into other products and services such as bio-diesel,
solar energy, and other energy related home services.
 
 Please
refer to Part I, Item 1. Financial Information, Note – 19 “Related Party
Transactions-All American Financing” for additional disclosure of a June 1,
2005, All American financing that may impact the Company’s future
liquidity.
 
 Please
refer to Part II, Item 3. “Defaults Upon Senior Securities” for additional
disclosure of two transactions, in July and August 2006, that may eventually
have a negative impact the Company’s future liquidity.
 
 Subsequent
to March 31, 2007, the Company executed numerous financing agreements, sold
certain assets and engaged in other activities to enhance its
liquidity.  Please refer to Part I, Item 1. Financial Information,
Note – 22 “Subsequent Events” for detailed disclosure of these
activities.
 
 The
Company must also bring current each of its SEC filings as part of a plan to
raise additional capital. In addition to the filing of this Form 10-Q for the
quarter ended March 31, 2007, the Company must also complete and file its Annual
Report on Form 10-K for the year ended June 30, 2007 and the subsequent Form
10-Q’s for the quarters ended September 30, 2007, December 31, 2007 and March
31, 2008.
 
 There can
be no assurance that the financing or the cost saving measures as identified
above will be satisfactory in addressing the short-term liquidity needs of the
Company. In the event that these plans can not be effectively realized, there
can be no assurance that the Company will be able to continue as a going
concern.
 
 CONTRACTUAL
OBLIGATIONS
 
 The
following schedule summarizes our contractual obligations as of March 31, 2007
in the periods indicated.
  Less
      Than
                
                
                
                
                
                
                
                
                More
      thenContractual
      Obligation
                
                Total
                
                
                1
      Year
                
                
                1-3
      Years
                
                
                3-5
      years
                
                
                5
      yearsLong
      term debt
                
                $
                8,373,029
                
                
                $
                2,241,028
                
                
                $
                3,038,689
                
                
                $
                296,279
                
                
                $
                2,797,033Capital
      lease obligations
                
                
                1,197,075
                
                
                $
                371,779
                
                
                
                588,393
                
                
                
                236,903
                
                
                
                -Operating
      leases
                
                
                431,094
                
                
                $
                211,234
                
                
                
                219,860Unconditional
      purchase obligations
                
                
                547,226
                
                
                $
                547,226
                
                
                
                -
                
                
                
                -
                
                
                
                -Other
      long term obligations
                
                
                202,675
                
                
                $
                202,675
                
                
                
                -
                
                
                
                -
                
                
                
                -Total
      contractual obligations
                
                $
                10,751,099
                
                
                $
                3,573,942
                
                
                $
                3,846,942
                
                
                $
                533,182
                
                
                $
                2,797,033
  Excluded
from the long-term debt line above are discounts on convertible debentures of
$2,332,000.  Also excluded from the table above are estimated interest
payments on long-term debt and capital leases of $624,000, $718,000, $378,000
and $1,898,000 for the periods less than 1 year, 1-3 years, 3-5 years and more
than 5 years, respectively. In addition, excluded from above are unconditional
purchase obligations of $3,299,000 that the Company entered into subsequent to
March 31, 2007
 
 As of
March 31, 2007, there were no other off balance sheet arrangements.
 
 SEASONALITY
 
 Approximately
65% of the Company's revenues are earned and received from October through
March, and the overwhelming majority of such revenues are derived from the sale
of home heating oil. During the spring and summer months, revenues from the sale
of diesel and gasoline fuels increase due to the increased use of automobiles
and construction apparatus.
 
 Each of
the Company's divisions is seasonal. From May through September, Able Oil
experiences considerable reduction of retail heating oil sales.
 
 Able
Energy NY's propane operation can experience up to 80% decrease in heating
related propane sales during the months of April to September, which is offset
somewhat by an increase of pool heating and cooking fuel.
  32
 
 Over 90%
of Able Melbourne's revenues are derived from the sale of diesel fuel for
construction vehicles, and commercial and recreational sea-going vessels during
Florida's fishing season, which begins in April and ends in November. Only a
small percentage of Able Melbourne's revenues are derived from the sale of home
heating fuel. Most of these sales occur from December through
March, Florida's cooler months.
 
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 The
Company does not issue or invest in financial instruments or derivatives for
trading or speculative purposes. All of the operations of the Company are
conducted in the United States, and, as such, are not subject to material
foreign currency exchange rate risk. At March 31, 2007, the Company had $6.6
million of outstanding long-term debt, capital leases and convertible debentures
and notes payable. Although the Company's assets included $1.2 million in cash,
the market rate risk associated with changing interest rates in the United
States is not material.
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 Our
management, with the participation of our Chief Executive Officer and Acting
Chief Financial Officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this quarterly Report on Form 10-Q. Based on this
evaluation, our Chief Executive Officer and Acting Chief Financial Officer
concluded that these disclosure controls and procedures were not effective as of
such date.
 
 a)
              Evaluation
      of Disclosure Controls and Procedures: An evaluation of the Company's
      disclosure controls and procedures (as defined in Section13a-15(e) of the
      Securities Exchange Act of 1934 (the "Act")) was carried out under the
      supervision and with the participation of the Company's Chief Executive
      Officer and Acting Chief Financial Officer and several other members of
      the Company's senior management at March 31, 2007. Based
      on  this evaluation, and as noted below, the Company's Chief
      Executive Officer and Acting Chief Financial Officer concluded that as
      of  March 31, 2007, the Company's disclosure controls and
      procedures were not effective, at a reasonable level of assurance, in
      ensuring that the information required to be disclosed by the Company in
      the Reports it files or submits under the Act is (i) accumulated and
      communicated to the Company's management (including the Chief Executive
      Officer and Acting Chief Financial Officer) in a timely manner, and (ii)
      recorded, processed, summarized and reported within the time periods
      specified in the SEC's rules and forms.b)
              Changes
      in Disclosure Controls and Procedures: The Company identified a weakness
      during the preparation of the June 30, 2006 Form 10-K. The weakness
      related to the Company’s loss of its then Chief Financial Officer and the
      appointment of an Acting Chief Financial Officer.  During the
      preparation of the June 30, 2006 Form 10-K and during the three quarterly
      periods  ended March 31, 2007, the Company retained independent
      consultants with experience in public company disclosure requirements to
      assist the Chief Executive Officer and the Chief Financial Officer in
      their respective duties during the review, preparation and disclosures
      required in SEC rules and regulations.  As of the filing of this
      Form 10-Q, under the new Chief Financial Officer appointed as of September
      24, 2007, the Company continues to engage independent consultants with
      experience in public company disclosure requirements to assist such
      officers in their respective duties during the review, preparation and
      disclosures required in SEC rules and
  regulations.
 
 33
 
 PART
II. OTHER INFORMATION
 
 ITEM
1. LEGAL PROCEEDINGS
 
 Please refer to the “Litigation”
section of Part 1. Item 1. Note 22 – Subsequent Events for the disclosure of
changes in the Company’s legal matters.
 
 ITEM
1A.  RISK FACTORS
 
 There  have  been
no material changes from the risk factors  previously
disclosed  in our Annual  Report on Form 10-K  for
the year ended June 30, 2006.
 
 ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None
 
 ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 
 In
connection with a $1,000,000 convertible term note issued in July 2006, the
Company agreed that within sixty days from the date of issuance of the note
(September 3, 2006) and warrant that it would file a registration statement with
the SEC covering the resale of the shares of the Company's stock issuable upon
conversion of the note and the exercise of the warrant. This registration
statement would also cover any additional shares of stock issuable as a result
of any adjustment to the fixed conversion price of the note or the exercise
price of the warrant.  As of the date of this Report, the Company was
not able to file a registration statement and the holder has not yet waived its
rights under this agreement. However, the Company has not received a default
notice from the lender on these matters. There are no stipulated liquidated
damages outlined in the Registration Rights Agreement.
 
 In
conjunction with $2,000,000 of convertible debentures issued on August 2006, the
Company had agreed to file a registration statement within forty-five days or
September 22, 2006, covering the resale of the shares of common stock underlying
the convertible debentures and warrants issued to the investors, and by October
15, 2006, to have such registration statement declared effective. The
registration rights agreement with the investors provides for partial liquidated
damages in the case that these registration requirements are not met. From the
date of violation, the Company is obligated to pay liquidated damages of 2% per
month of the outstanding amount of the convertible debentures, up to a total
obligation of 24% of such obligation. The Company has not yet filed a
registration statement regarding these securities. Accordingly, through March
16, 2008, the Company has incurred a liquidated damages obligation, including
interest, of approximately $563,000, none of which has been paid. The Company is
obligated to continue to pay 18% interest per annum on any damage amount not
paid in full within 7 (seven) days.  As of the date of this Report,
the Company has not filed a registration statement and the holder has not yet
waived its rights under this agreement. However, the Company has not received a
default notice from the lender on these matters.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 None
  ITEM
5. OTHER INFORMATION
 
 None
  ITEM
6. EXHIBITS
  31.1
              Certification
      of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14(a)
      and Rule 15d-14(a).31.2
              Certification
      of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14(a)
      and Rule 15d-14(a).32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350.
  34
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
 
 Able
Energy, Inc.
   By
              /s/ Gregory D.
      FrostGregory
      D. FrostChief
      Executive Officer and  Chairman of the BoardGeneral
      CounselBy
              /s/Daniel
      L. JohnstonDaniel
      L. JohnstonChief
      Financial Officer
   April
2, 2008
    35